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 16, 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
(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
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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 5. OTHER EVENTS
On March 16, 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.
On March 17, 2000, the registrant's Board of Directors amended the Rights
Agreement, dated as of October 15, 1999, between the registrant and Equiserve
Trust Company, N.A., to revise the definition of "Acquiring Person" therein to
include, under specified circumstances, Laidlaw Inc., a Canadian corporation.
The amendment to the Rights Agreement is filed herewith as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release issued March 16, 2000 (Filed herewith.)
99.2 First Amendment to Rights Agreement, dated as of March 17, 2000,
between Safety-Kleen Corp. and Equiserve Trust Company, N.A.
99.3 Letter Agreement, dated October 12, 1999, between Safety-Kleen
Corp. and Laidlaw Inc.
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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 17, 2000 By: /s/ Grover C. Wrenn
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Grover C. Wrenn
Vice Chairman
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued March 16, 2000 (Filed herewith.)
99.2 First Amendment to Rights Agreement, dated as of March 17, 2000,
between Safety-Kleen Corp. and Equiserve Trust Company, N.A.
99.3 Letter Agreement, dated October 12, 1999, between Safety-Kleen
Corp. and Laidlaw Inc.
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: John Kyte
March 16, 2000 803-933-4212
SAFETY-KLEEN ANNOUNCES $20 MILLION ADDITIONAL CREDIT AVAILABILITY
(Columbia, S.C.) - In an important financial development, Safety-Kleen
today announced that it has reached agreement with a group of its banks to make
available to the company up to $20 million in additional credit.
"This is extremely good news for the company," said Grover Wrenn, vice
chairman of Safety-Kleen's Board of Directors. "These funds will help us
maintain our business operations while we develop a comprehensive plan to ensure
the long-term financial stability of the company."
Safety-Kleen, a hazardous waste management firm headquartered in South
Carolina, is conducting an internal in investigation of accounting
irregularities.
"As soon as the Board of Directors discovered the accounting problems,
we took the proper steps to report the situation and begin correcting the
problems," Wrenn said. "The unfortunate result of doing the right thing is that
some lines of credit dried up, but we have been working diligently to develop
new credit options, and we are pleased to announce this initial success."
Wrenn said Safety-Kleen is "a strong company in a necessary business"
and that the company is doing everything it can to continue delivering high
quality service to its customers.
"I have personally spoken to many of our largest customers in the past
few days, as well as to my account managers, and what we are hearing is that our
customers intend to stick with us during this difficult time," Wrenn said. "They
seem to understand that we are working full time with a strong management team
to get this company back on track as quickly as possible."
Wrenn said the Safety-Kleen has also retained some of the top
accounting and legal experts in the nation to help the company identify all the
appropriate issues and help develop a comprehensive plan for moving the company
forward.
"We face a significant challenge, but we are not going to let the
situation affect our commitment to our customers, to our daily operations and to
our environmental stewardship," Wrenn said. "We intend to move forward, and we
intend to honor our obligations and responsibilities to all of our
constituencies."
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 conclusion of negotiations
with the lenders, the availability of additional funding under the interim
credit facility, the purchaser's due diligence investigation of the Elgin
facility, and matters that may arise during the negotiation of definitive
documentation for the sale of that property.
Exhibit 99.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (the "First Amendment"), dated
as of March 17, 2000, between Safety-Kleen Corp., a Delaware corporation (the
"Company"), and Equiserve Trust Company, N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Board of Directors of the Company on October 5,
1999 authorized the issuance of certain rights to purchase Common Stock of the
Company and declared a dividend of such rights; and
WHEREAS, as of October 15, 1999, the Company and the Rights
Agent entered into a Rights Agreement (the "Original Rights Agreement") to set
forth their mutual agreements with respect to the rights authorized by the Board
of Directors on October 5, 1999; and
WHEREAS, the Board of Directors of the Company on March 17,
2000 authorized an amendment to the terms of the Original Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Original Rights Agreement is hereby amended and
restated in its entirety as follows:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 15% or
more of the outstanding Common Stock; provided, however, that an
Acquiring Person shall not include (i) an Exempt Person (as such
term is hereinafter defined) or (ii) Laidlaw Inc., a Canadian
corporation, unless Laidlaw Inc., together with the Affiliates and
Associates (as such term is hereinafter defined) thereof, becomes
the Beneficial Owner of more than 43,846,287 shares of Common Stock
(as adjusted for any stock splits or stock dividends approved by the
Board of Directors). Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as a result of an acquisition of shares
of Common Stock by the Company which, by reducing the number of such
shares then outstanding, increases the proportionate number of
shares beneficially owned by such person to 15% or more of the
outstanding Common Stock; provided that if a Person (other than an
Exempt Person) becomes the Beneficial Owner of 15% or more of the
outstanding
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Common Stock by reason of share purchases by the Company and, after
such share purchases by the Company, becomes the Beneficial Owner of
any additional shares of Common Stock, such Person shall be deemed
to be an "Acquiring Person." The word "outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the
Company, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
issued and outstanding which such Person would be deemed to own
beneficially hereunder.
2. Exhibit B to the Original Rights Agreement is hereby amended by
deleting from the third paragraph thereof the second sentence, which reads:
"Notwithstanding the foregoing, neither Laidlaw Inc., a Canadian corporation,
nor any Affiliate thereof, shall be deemed to be an Acquiring Person."
3. This First Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state.
4. The First Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
5. If any term, provision, covenant or restriction of this First
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, illegal, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this First Amendment shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
6. Except as specifically set forth in this First Amendment, the
Original Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.
Attest:
SAFETY-KLEEN CORP.
By: /s/Shawn Lavery DeJames By: /s/Henry H. Taylor
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Shawn Lavery DeJames Henry H. Taylor
Corporate Counsel Secretary
Attest: EQUISERVE TRUST COMPANY, N.A.
By: /s/Lawrence A Woods By: /s/Anita L. Fletcher
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Lawrence A Woods Anita L. Fletcher
Senior Account Manager Senior Account Manager
Exhibit 99.3
October 12, 1999
LAIDLAW INC.
3221 North Service Road
Burlington, Ontario L7R 348
CANADA
Attention: Mr. James R. Bullock
President and Chief Executive Officer
Dear Sirs:
Laidlaw Inc. has filed with the Securities and Exchange Commission a
statement of beneficial ownership on Schedule 13D reporting that Laidlaw Inc. is
the Beneficial Owner (such term as used in this Agreement being as defined in
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) (the "Exchange
Act") of 43.6% of the outstanding voting securities of Safety-Kleen Corp. (the
"Company").
Laidlaw Inc. is entering into this Agreement on its own behalf and on
behalf of all of its current and future affiliates, subsidiaries and associates
(Laidlaw Inc. and all of the foregoing together, "Laidlaw") to define certain
rights and obligations of Laidlaw and the Company in connection with Laidlaw's
recent announcement of its intention actively to seek a buyer for its stock in
the Company.
1. Acquisitions of Beneficial Ownership, etc. Laidlaw agrees that it
will not, on or before March 31,2000, acquire, offer or propose to acquire, or
agree to acquire, directly or indirectly, by purchase or otherwise, Beneficial
Ownership of any voting securities of the Company, or direct or indirect rights,
warrants or options to acquire (through purchase, exchange, conversion or
otherwise) any voting securities, if, thereafter, Laidlaw would Beneficially
Own, or would have the right to acquire at any time Beneficial Ownership of, in
the aggregate, voting securities representing more than 43.6% of the Company's
outstanding voting securities. In addition, Laidlaw will not obtain or seek to
obtain any right to vote any voting securities of the Company by agreement,
understanding, voting trust, partnership or otherwise other than the right to
vote securities representing not more than 43.6% of the Company's outstanding
voting securities, except that the foregoing will not prevent Laidlaw from
soliciting proxies of
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October 12, 1999
Page 2
public stockholders of the Company by means of a solicitation that complies with
the provisions of Section 14A of the Exchange Act and the rules and regulations
thereunder.
2. Specific Performance. Laidlaw acknowledges that the Company would
not have an adequate remedy at law for money damages in the event that the
agreements and covenants set forth herein were not performed in accordance with
their respective terms and therefore Laidlaw agrees that the Company shall be
entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, in addition to any other remedy or relief
available at law or in equity.
3. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware as applied to
contracts made and fully performed in such State.
4. Amendments. This Agreement shall not be modified or amended except
pursuant to an instrument in writing executed and delivered on behalf of each of
the parties hereto.
5. Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
6. Jurisdiction. Any action at law, suit in equity or other appropriate
proceeding with respect to any matter relating to or arising under this
Agreement or any term or provision of this Agreement, may be brought and
maintained in the courts of the State of Delaware. Laidlaw hereby (a) submits to
the jurisdiction of such courts for the purpose of any such action, suit or
proceeding, (b) agrees that service of all writs, processes and summonses in any
such action, suite or proceeding brought in the State of Delaware may be made
upon it by service on Laidlaw at the address indicated above by the mailing of
copies thereof by mail, hand delivery or reputable overnight courier, such
service to become effective three days after such mailing or upon delivery, and
(c) irrevocably waives any objection which it now has or hereafter may have to
the laying of venue of any such action, suite or proceeding brought or
maintained in such courts as having been in an inconvenient forum.
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October 12, 1999
Page 3
Yours truly,
SAFETY-KLEEN CORP.
By: /s/ K. W. Winger
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Kenneth W. Winger
President and Chief Executive Officer
Accepted and Agreed:
LAIDLAW INC.
By: /s/ Ivan R. Cairns
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Name: Ivan R. Cairns
Title: Senior Vice-President & General Counsel
