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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended November 30, 2000
Commission File Number 1-8368
SAFETY-KLEEN CORP.
(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street Columbia, Suite 300, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
(803) 933-4200 (Registrant's telephone number, including area code)
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(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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The number of shares of the issuer's common stock outstanding as of January 11,
2001 was 100,783,596.
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SAFETY-KLEEN CORP.
INDEX
PART I FINANCIAL INFORMATION...................................................3
PART II OTHER INFORMATION
Item 1 Legal Proceeding......................................................3
Item 6 Exhibits and Reports on Form 8-K......................................3
Signatures....................................................................10
Exhibit Index.................................................................11
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PART I - FINANCIAL INFORMATION
Safety-Kleen Corp. (the "Company" or "Registrant") has omitted
information responsive to Items 1, 2 and 3 of Part I of Form 10-Q and portions
of other Items which elicit financial information. As described in the Company's
Current Report on Form 8-K filed on August 8, 2000, the Company dismissed
PricewaterhouseCoopers LLP as its independent accountants on August 1, 2000 and
engaged Arthur Andersen LLP as successor independent accountants. Upon
completion of the audit by Arthur Andersen for fiscal years ended August 31,
1997 through August 31, 2000, the Company will amend this Form 10-Q, file
audited financial statements, as applicable, and respond to Items the
information for which has been omitted in this filing. The Company presently
anticipates making that filing as soon as practicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There have been no additional significant legal proceedings or any
material changes in the legal proceedings other than as reported in PART II,
Item 3 of the Company's Report on Form 10-K for the twelve months ended August
31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
(3)(a) Restated Certificate of Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997 filed as
Exhibit 3(a) to the Registrant's Form 10-Q for the Quarter ended May 31, 1997
and incorporated herein by reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company dated October
15, 1997 filed as Exhibit (3)(a)(i) to the Registrant's Form 10-K-405 for the
Year ended August 31, 1997, and incorporated herein by reference.
(3)(a)(ii) Certificate of Amendment to the Restated Certificate of Incorporation
of the Company dated November 25, 1998 filed as Exhibit (3)(a)(iii) to the
Registrant's Form 10-Q for the quarter ended November 30, 1998 and incorporated
herein by reference.
(3)(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 30, 1998 filed as Exhibit (3)(a)(iv)
to the Registrant's Form 10-Q for the quarter ended November 30, 1998 and
incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit (3)(b) to the
Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
Page 3
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(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of the
Registrant), Registrant, subsidiary guarantors of the Registrant and The Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit 4(b) to the
Registrant's Form S-4 Registration Statement No. 333-57587 filed June 24, 1998
and incorporated herein by reference.
(4)(b) First Supplemental Indenture effective as of November 15, 1998 among
Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc. and The Bank of Nova
Scotia Trust Company of New York, as trustee filed as Exhibit (4)(f) to the
Registrant's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc. the Company, SK Services, L.C., SK Services (East),
L.C. and The Bank of Nova Scotia Trust Company of New York, as trustee filed as
Exhibit (4)(d) to the Company's Form 10-K filed October 29, 1999 and
incorporated herein by reference.
(4)(d) Indenture dated as of May 17, 1999 between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit (4)(b) to the
Registrant's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.
(4)(e) Amended and Restated Credit Agreement among Laidlaw Chem-Waste, Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The
Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago and NationsBank, N.A.
as Syndication Agent dated as of April 3, 1998, filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the quarter ended February 28, 1999, and incorporated
herein by reference.
(4)(f) Supplement to the Amended and Restated Credit Agreement among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A. and The First National Bank of Chicago and
NationsBank, N.A. as Syndication Agent dated as of April 3, 1998, filed as
Exhibit 4(e) to a subsidiary of the Registrant's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by reference.
(4)(g) Waiver and First Amendment to the Amended and Restated Credit Agreement
dated as of May 15, 1998 among LES, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(f) to a
subsidiary of the Registrant's Form S-4 Registration Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.
(4)(h) Commitment to Increase Supplement to the Amended and Restated Credit
Agreement dated as of June 3, 1998 among LES, Inc., Laidlaw Environmental
Services (Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(g)
to a subsidiary of the Registrant's Form S-4 Registration Statement No.
333-57587 filed June 24, 1998 and incorporated herein by reference.
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(4)(i) Second Amendment to the Amended and Restated Credit Agreement dated as of
November 20, 1998 among Safety-Kleen Services, Inc. (formerly known as LES,
Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia Bank
N.A., filed as Exhibit (4)(j) to the Registrant's Form 10-Q for the quarter
ended February 28, 1999 and incorporated herein by reference.
(4)(j) Waiver and Third Amendment to the Amended and Restated Credit Agreement
dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly known as
LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia Bank
N.A. filed as Exhibit (4)(l) to the Registrant's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(k) Fourth Amendment dated as of March 13, 2000 to the Amended and Restated
Credit Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly
known as Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's Current Report on
Form 10-Q filed July 18, 2000 and incorporated herein by reference.
(4)(l) Consent dated as of March 16, 2000 to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly
known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as
Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia
Bank N.A. filed as Exhibit (4)(m) to the Registrant's Current Report on Form
10-Q filed July 18, 2000 and incorporated herein by reference.
(4)(m) Amended and Restated $100,000,000 Debtor In Possession Credit Agreement
among Safety-Kleen Services, Inc., The Several Lenders from Time to Time Parties
thereto, Toronto Dominion (Texas), Inc., as General Administrative Agent and
Underwriter and The CIT Group/Business Credit, Inc. as Collateral Agent and
Underwriter Initially dated as of June 11, 2000 Amended and Restated as of July
19, 2000 filed as Exhibit (4)(m) to the Registrant's Form 10-K for the year
ended August 31, 2000 and incorporated herein by reference.
(4)(n) First Amendment, dated as of October 31, 2000, to the Amended and
Restated $100,000,000 Debtor In Possession Credit Agreement among Safety-Kleen
Services, Inc., The Several Lenders from Time to Time Parties thereto, Toronto
Dominion (Texas), Inc., as General Administrative Agent and Underwriter and The
CIT Group/Business Credit, Inc. as Collateral Agent and Underwriter Initially
dated as of June 11, 2000 Amended and Restated as of July 19, 2000.
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(4)(o) Registration Rights Agreement dated May 15, 1997 between the Company,
Laidlaw Transportation, Inc. and Laidlaw Inc. the form of which was filed as
Exhibit B to Annex A to the Registrant's Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by reference.
(4)(p) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(q) Indenture of Trust dated as of August 1, 1995 between Tooele County, Utah
and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as Exhibit
4(h) to the Registrant's form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(r) Indenture of Trust dated as of July 1, 1997 between Tooele County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing Authority and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(k) to the Registrant's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(4)(t) Promissory Note dated May 15, 1997 for $60,000,000 from the Company to
Westinghouse Electric Corporation, filed as Exhibit 4(n) to the Registrant's
Form 10-Q for the Quarter ended May 31, 1997, and incorporated herein by
reference.
(4)(u) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as assignee
of Westinghouse Electric Corporation) and agreed to by the Company and Laidlaw
Inc. amending the terms of the Promissory Note dated May 15, 1997 (as referenced
in Exhibit (4)(r)) filed as Exhibit (4)(u) to the Registrant's Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.
(4)(v) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997 (as
referenced in Exhibit (4)(s)) from Company to Westinghouse Electric
Corporation), filed as Exhibit 4(o) to the Registrant's Form 10-Q for the
Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(w) Rights Agreement dated as of October 15, 1999 between the Company and
EquiServe Trust Company, N.A., as Rights Agent, filed as Exhibit (c)1 to the
Company's Current Report on Form 8-K filed on October 15, 1999 and incorporated
herein by reference.
(4)(x) First Amendment to Rights Agreement, dated as of March 17, 2000, between
the Company and EquiServe Trust Company, N.A. filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on March 17, 2000 and incorporated
herein by reference.
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(4)(y) Letter Agreement, dated October 12, 1999, between the Company and Laidlaw
Inc. filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed on
March 17, 2000 and incorporated herein by reference.
(4)(z) Other instruments defining the rights of holders of nonregistered debt of
the Company have been omitted from this exhibit list because the amount of debt
authorized under any such instrument does not exceed 10% of the total assets of
the Company and its subsidiaries. The Company agrees to furnish a copy of any
such instrument to the Commission upon request.
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and among
Registrant, LES Acquisition, Inc., and Safety-Kleen Corp. included as Annex A of
Safety-Kleen's Revised Amended Prospectus on Form 14D-9 filed as Exhibit 62 to
Safety-Kleen's Amendment No. 28 to Schedule 14-9A on March 17, 1998, and
incorporated herein by reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(10)(b) above), dated May 15, 1997 among Westinghouse Electric Corporation,
Rollins Environmental Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Registrant's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(10)(d) Agreement for the sale and purchase of shares and loan stock hold by SK
Europe, Inc. in Safety-Kleen Europe Limited between Safety-Kleen Europe Limited
and SK Europe, Inc. and the Company and The Electra Subscribers and Electra
European Fund LP dated as of July 6, 2000 filed as Exhibit (10)(d) to the
Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
(10)(e) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.
(10)(f) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed as
Exhibit (10)(e) to the Registrant's Current Report on Form 10-Q filed July 18,
2000 and incorporated herein by reference.
(10)(g) Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the Company's
Registration Statement No. 333-41859 on Form S-8 dated December 10, 1997 and
incorporated herein by reference.
(10)(h) First Amendment to Company's 1997 Stock Option Plan, filed as Exhibit
(10)(g) to the Company's Form 10-Q dated January 14, 2000 and incorporated
herein by reference.
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(10)(i) Company's Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.
(10)(j) First Amendment to Company's Director's Stock Option Plan filed as
Exhibit (10)(i) to the Company's Form 10-Q dated January 14, 2000 and
incorporated herein by reference.
(10)(k) Stock Purchase Agreement dated February 6, 1997 among the Company,
Laidlaw Inc., and Laidlaw Transportation, Inc. filed as Exhibit A to Annex A to
the Definitive Proxy Statement on Form DEF 14A filed on May 1, 1997 and
incorporated herein by reference.
(10)(l) Executive Bonus Plan for fiscal year 2000 filed as Appendix C to the
Definitive Proxy Statement on Form DEF 14A filed on October 29, 1999 and
incorporated herein by reference.
(10)(m) Company's U.S. Supplemental Executive Retirement Plan filed as Exhibit
10(g) to the Company's 10-Q for the quarter ended November 30, 1997, and
incorporated herein by reference.
(10)(n) Employment Agreement by and between Company and Grover C. Wrenn dated as
of August 23, 2000 filed as Exhibit (10)(n) to the Registrant's Form 10-K for
the year ended August 31, 2000 and incorporated herein by reference.
(10)(o) Employment Agreement by and between Company and David E. Thomas, Jr.
dated as of August 23, 2000 filed as Exhibit (10)(o) to the Registrant's Form
10-K for the year ended August 31, 2000 and incorporated herein by reference.
(10)(p) Employment Agreement by and between Company and Larry W. Singleton dated
as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's Form 10-K for
the year ended August 31, 2000 and incorporated herein by reference.
(10)(q) Form of Senior Executive Change of Control Agreement filed as Exhibit
(10)(q) to the Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(r) Senior Executive Retention Plan filed as Exhibit (10)(r) to the
Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
(10)(s) Senior Executive Severance Plan filed as Exhibit (10)(s) to the
Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
(10)(t) Executive Retention Plan filed as Exhibit (10)(t) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(10)(u) Executive Severance Plan filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(10)(v) Key Manager Retention Plan filed as Exhibit (10)(v) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
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(10)(w)Key Manager Severance Plan filed as Exhibit (10)(w) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(10)(x) Letter Agreement dated March 16, 2000 between Jay Alix & Associates and
the Company filed as Exhibit (10)(x) to the Company's Current Report on Form
10-Q filed July 18, 2000 and incorporated herein by reference.
(99.1) Consent Agreement and Final Order by and between the United States
Environmental Protection Agency and Safety-Kleen Corp. and certain of its United
States subsidiaries and affiliates filed as Exhibit (99.1) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(b) Reports on Form 8-K.
i. The Company filed a Current Report on Form 8-K on September 15, 2000 which
contained Item 5 related to an updated report concerning the Pinewood legal
proceeding.
ii. The Company filed a Current Report on Form 8-K on October 11, 2000 which
contained Item 5 related to an updated report concerning the Pinewood legal
proceeding.
iii. The Company filed a Current Report on Form 8-K on November 14, 2000 which
contained Item 5 related to a press release announcing that Safety-Kleen to
launch SystemOne Product line for 2001.
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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 thereunto duly authorized.
DATE: January 12, 2001 SAFETY-KLEEN CORP.
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(Registrant)
/s/ Henry H. Taylor
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Henry H. Taylor
Vice President, General Counsel and Secretary
/s/ Larry W. Singleton
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Larry W. Singleton
Chief Financial Officer
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EXHIBIT INDEX
(3)(a) Restated Certificate of Incorporation of the Company dated May
13, 1997 and Amendment to Certificate of Incorporation dated May
15, 1997 filed as Exhibit 3(a) to the Registrant's Form 10-Q for
the Quarter ended May 31, 1997 and incorporated herein by
reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company
dated October 15, 1997 filed as Exhibit (3)(a)(i) to the
Registrant's Form 10-K-405 for the Year ended August 31, 1997,
and incorporated herein by reference.
(3)(a)(ii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 25, 1998 filed as
Exhibit (3)(a)(iii) to the Registrant's Form 10-Q for the quarter
ended November 30, 1998 and incorporated herein by reference.
(3)(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 30, 1998 filed as
Exhibit (3)(a)(iv) to the Registrant's Form 10-Q for the quarter
ended November 30, 1998 and incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit
(3)(b) to the Registrant's Form 10-K for the year ended August
31, 2000 and incorporated herein by reference.
(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a
subsidiary of the Registrant), Registrant, subsidiary guarantors
of the Registrant and The Bank of Nova Scotia Trust Company of
New York, as trustee filed as Exhibit 4(b) to the Registrant's
Form S-4 Registration Statement No. 333-57587 filed June 24, 1998
and incorporated herein by reference.
(4)(b) First Supplemental Indenture effective as of November 15, 1998
among Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc.
and The Bank of Nova Scotia Trust Company of New York, as trustee
filed as Exhibit (4)(f) to the Registrant's Form S-4 Registration
Statement No. 333-82689 filed July 12, 1999 and incorporated
herein by reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc. the Company, SK Services, L.C., SK
Services (East), L.C. and The Bank of Nova Scotia Trust Company
of New York, as trustee filed as Exhibit (4)(d) to the Company's
Form 10-K filed October 29, 1999 and incorporated herein by
reference.
(4)(d) Indenture dated as of May 17, 1999 between the Company and the
Bank of Nova Scotia Trust Company of New York, as trustee filed
as Exhibit (4)(b) to the Registrant's Form S-4 Registration
Statement No. 333-82689 filed July 12, 1999 and incorporated
herein by reference.
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(4)(e) Amended and Restated Credit Agreement among Laidlaw Chem-Waste,
Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto
Dominion (Texas) Inc., The Toronto-Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A. and The
First National Bank of Chicago and NationsBank, N.A. as
Syndication Agent dated as of April 3, 1998, filed as Exhibit
4(f) to the Registrant's Form 10-Q for the quarter ended February
28, 1999, and incorporated herein by reference.
(4)(f) Supplement to the Amended and Restated Credit Agreement among
Laidlaw Chem-Waste, Inc., Laidlaw Environmental Services (Canada)
Ltd., Toronto Dominion (Texas) Inc., The Toronto-Dominion Bank,
TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A. and The First National Bank of Chicago and NationsBank, N.A.
as Syndication Agent dated as of April 3, 1998, filed as Exhibit
4(e) to a subsidiary of the Registrant's Form S-4 Registration
Statement No. 333-57587 filed June 24, 1998 and incorporated
herein by reference.
(4)(g) Waiver and First Amendment to the Amended and Restated Credit
Agreement dated as of May 15, 1998 among LES, Inc., Laidlaw
Environmental Services (Canada) Ltd., the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First
National Bank of Chicago and Wachovia Bank filed as Exhibit 4(f)
to a subsidiary of the Registrant's Form S-4 Registration
Statement No. 333-57587 filed June 24, 1998 and incorporated
herein by reference.
(4)(h) Commitment to Increase Supplement to the Amended and Restated
Credit Agreement dated as of June 3, 1998 among LES, Inc.,
Laidlaw Environmental Services (Canada) Ltd., the Lenders,
Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed
as Exhibit 4(g) to a subsidiary of the Registrant's Form S-4
Registration Statement No. 333-57587 filed June 24, 1998 and
incorporated herein by reference.
(4)(i) Second Amendment to the Amended and Restated Credit Agreement
dated as of November 20, 1998 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada)
Ltd. (formerly known as Laidlaw Environmental Services (Canada)
Ltd.), the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia,
NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A., filed as Exhibit (4)(j) to the Registrant's
Form 10-Q for the quarter ended February 28, 1999 and
incorporated herein by reference.
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(4)(j) Waiver and Third Amendment to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services,
Inc. (formerly known as LES, Inc.), Safety-Kleen Services
(Canada) Ltd. (formerly known as Laidlaw Environmental Services
(Canada) Ltd.), the Lenders, Toronto Dominion (Texas), Inc., The
Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's
Form S-4 Registration Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.
(4)(k) Fourth Amendment dated as of March 13, 2000 to the Amended and
Restated Credit Agreement dated as of May 6, 1999 among
Safety-Kleen Services, Inc. (formerly known as LES, Inc.),
Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First
National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
(4)(l) to the Registrant's Current Report on Form 10-Q filed July
18, 2000 and incorporated herein by reference.
(4)(l) Consent dated as of March 16, 2000 to the Amended and Restated
Credit Agreement dated as of May 6, 1999 among Safety-Kleen
Services, Inc. (formerly known as LES, Inc.), Safety-Kleen
Services (Canada) Ltd. (formerly known as Laidlaw Environmental
Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia, NationsBank, N.A., The First National Bank
of Chicago and Wachovia Bank N.A. filed as Exhibit (4)(m) to the
Registrant's Current Report on Form 10-Q filed July 18, 2000 and
incorporated herein by reference.
(4)(m) Amended and Restated $100,000,000 Debtor In Possession Credit
Agreement among Safety-Kleen Services, Inc., The Several Lenders
from Time to Time Parties thereto, Toronto Dominion (Texas),
Inc., as General Administrative Agent and Underwriter and The CIT
Group/Business Credit, Inc. as Collateral Agent and Underwriter
Initially dated as of June 11, 2000 Amended and Restated as of
July 19, 2000 filed as Exhibit (4)(m) to the Registrant's Form
10-K for the year ended August 31, 2000 and incorporated herein
by reference.
(4)(n) First Amendment, dated as of October 31, 2000, to the Amended and
Restated $100,000,000 Debtor In Possession Credit Agreement among
Safety-Kleen Services, Inc., The Several Lenders from Time to
Time Parties thereto, Toronto Dominion (Texas), Inc., as General
Administrative Agent and Underwriter and The CIT Group/Business
Credit, Inc. as Collateral Agent and Underwriter Initially dated
as of June 11, 2000 Amended and Restated as of July 19, 2000.
Page 13
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(4)(o) Registration Rights Agreement dated May 15, 1997 between the
Company, Laidlaw Transportation, Inc. and Laidlaw Inc. the form
of which was filed as Exhibit B to Annex A to the Registrant's
Definitive Proxy Statement on Form DEF 14A, filed on May 1, 1997
and incorporated herein by reference.
(4)(p) Indenture dated as of May 1, 1993 between the Industrial
Development Board of the Metropolitan Government of Nashville and
Davidson County (Tennessee) and NationsBank of Tennessee, N.A.,
filed as Exhibit 4(f) to the Registrant's Form 10-Q for the
Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(q) Indenture of Trust dated as of August 1, 1995 between Tooele
County, Utah and West One Bank, Utah, now known as U.S. Bank, as
Trustee, filed as Exhibit 4(h) to the Registrant's form 10-Q for
the Quarter ended May 31, 1997, and incorporated herein by
reference.
(4)(r) Indenture of Trust dated as of July 1, 1997 between Tooele
County, Utah and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(j) to the Registrant's Form 10-Q for
the Quarter ended May 31, 1997, and incorporated herein by
reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between California
Pollution Control Financing Authority and U.S. Bank, a national
banking association, as Trustee, filed as Exhibit 4(k) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(t) Promissory Note dated May 15, 1997 for $60,000,000 from the
Company to Westinghouse Electric Corporation, filed as Exhibit
4(n) to the Registrant's Form 10-Q for the Quarter ended May 31,
1997, and incorporated herein by reference.
(4)(u) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as
assignee of Westinghouse Electric Corporation) and agreed to by
the Company and Laidlaw Inc. amending the terms of the Promissory
Note dated May 15, 1997 (as referenced in Exhibit (4)(r)) filed
as Exhibit (4)(u) to the Registrant's Form S-4 Registration
Statement No. 333-82689 filed July 12, 1999 and incorporated
herein by reference.
(4)(v) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to
Westinghouse Electric Corporation guaranteeing Promissory Note
dated May 15, 1997 (as referenced in Exhibit (4)(s)) from Company
to Westinghouse Electric Corporation), filed as Exhibit 4(o) to
the Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(w) Rights Agreement dated as of October 15, 1999 between the Company
and EquiServe Trust Company, N.A., as Rights Agent, filed as
Exhibit (c)1 to the Company's Current Report on Form 8-K filed on
October 15, 1999 and incorporated herein by reference.
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(4)(x) First Amendment to Rights Agreement, dated as of March 17, 2000,
between the Company and EquiServe Trust Company, N.A. filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
March 17, 2000 and incorporated herein by reference.
(4)(y) Letter Agreement, dated October 12, 1999, between the Company and
Laidlaw Inc. filed as Exhibit 99.2 to the Company's Current
Report on Form 8-K filed on March 17, 2000 and incorporated
herein by reference.
(4)(z) Other instruments defining the rights of holders of nonregistered
debt of the Company have been omitted from this exhibit list
because the amount of debt authorized under any such instrument
does not exceed 10% of the total assets of the Company and its
subsidiaries. The Company agrees to furnish a copy of any such
instrument to the Commission upon request.
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and
among Registrant, LES Acquisition, Inc., and Safety-Kleen Corp.
included as Annex A of Safety-Kleen's Revised Amended Prospectus
on Form 14D-9 filed as Exhibit 62 to Safety-Kleen's Amendment No.
28 to Schedule 14-9A on March 17, 1998, and incorporated herein
by reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric
Corporation (Seller) and Rollins Environmental Services, Inc.
(Buyer) for National Electric, Inc. dated March 7, 1995 filed as
Exhibit 2 to the Registrant's Current Report on Form 8-K filed on
June 13, 1995 and incorporated herein by reference.
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in
Exhibit (10)(b) above), dated May 15, 1997 among Westinghouse
Electric Corporation, Rollins Environmental Services, Inc. and
Laidlaw Inc., filed as Exhibit 4(m) to the Registrant's Form 10-Q
for the Quarter ended May 31, 1997, and incorporated herein by
reference.
(10)(d) Agreement for the sale and purchase of shares and loan stock hold
by SK Europe, Inc. in Safety-Kleen Europe Limited between
Safety-Kleen Europe Limited and SK Europe, Inc. and the Company
and The Electra Subscribers and Electra European Fund LP dated as
of July 6, 2000 filed as Exhibit (10)(d) to the Registrant's Form
10-K for the year ended August 31, 2000 and incorporated herein
by reference.
(10)(e) Rollins Environmental Services, Inc. 1982 Incentive Stock Option
Plan filed with Amendment No. 1 to the Company's Registration
Statement No. 2-84139 on Form S-1 dated June 24, 1983 and
incorporated herein by reference.
(10)(f) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed
as Exhibit (10)(e) to the Registrant's Current Report on Form
10-Q filed July 18, 2000 and incorporated herein by reference.
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(10)(g) Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(h) First Amendment to Company's 1997 Stock Option Plan, filed as
Exhibit (10)(g) to the Company's Form 10-Q dated January 14, 2000
and incorporated herein by reference.
(10)(i) Company's Director's Stock Option Plan, filed as Exhibit 4.5 to
the Company's Registration Statement No. 333-41859 on Form S-8
dated December 10, 1997 and incorporated herein by reference.
(10)(j) First Amendment to Company's Director's Stock Option Plan filed
as Exhibit (10)(i) to the Company's Form 10-Q dated January 14,
2000 and incorporated herein by reference.
(10)(k) Stock Purchase Agreement dated February 6, 1997 among the
Company, Laidlaw Inc., and Laidlaw Transportation, Inc. filed as
Exhibit A to Annex A to the Definitive Proxy Statement on Form
DEF 14A filed on May 1, 1997 and incorporated herein by
reference.
(10)(l) Executive Bonus Plan for fiscal year 2000 filed as Appendix C to
the Definitive Proxy Statement on Form DEF 14A filed on October
29, 1999 and incorporated herein by reference.
(10)(m) Company's U.S. Supplemental Executive Retirement Plan filed as
Exhibit 10(g) to the Company's 10-Q for the quarter ended
November 30, 1997, and incorporated herein by reference.
(10)(n) Employment Agreement by and between Company and Grover C. Wrenn
dated as of August 23, 2000 filed as Exhibit (10)(n) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(o) Employment Agreement by and between Company and David E. Thomas,
Jr. dated as of August 23, 2000 filed as Exhibit (10)(o) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(p) Employment Agreement by and between Company and Larry W.
Singleton dated as of July 17, 2000 filed as Exhibit (10)(p) to
the Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(q) Form of Senior Executive Change of Control Agreement filed as
Exhibit (10)(q) to the Registrant's Form 10-K for the year ended
August 31, 2000 and incorporated herein by reference.
(10)(r) Senior Executive Retention Plan filed as Exhibit (10)(r) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(s) Senior Executive Severance Plan filed as Exhibit (10)(s) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
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(10)(t) Executive Retention Plan filed as Exhibit (10)(t) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(u) Executive Severance Plan filed as Exhibit (10)(u) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(v) Key Manager Retention Plan filed as Exhibit (10)(v) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(w) Key Manager Severance Plan filed as Exhibit (10)(w) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(x) Letter Agreement dated March 16, 2000 between Jay Alix &
Associates and the Company filed as Exhibit (10)(x) to the
Company's Current Report on Form 10-Q filed July 18, 2000 and
incorporated herein by reference.
(99.1) Consent Agreement and Final Order by and between the United
States Environmental Protection Agency and Safety-Kleen Corp. and
certain of its United States subsidiaries and affiliates filed as
Exhibit (99.1) to the Registrant's Form 10-K for the year ended
August 31, 2000 and incorporated herein by reference.
Page 17
