<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
___ Act of 1934 for the twelve weeks ended June 18, 1994.
___ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____________ to _____________.
Commission File #1-8513
SAFETY-KLEEN CORP.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-6090019
- - ------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 N. Randall Road, Elgin, Illinois 60123
- - -----------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (708) 697-8460
----------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 X No
------ -----
- - ------
Shares of common stock, outstanding at June 18, 1994 were 57,683,756.
<PAGE>
SAFETY-KLEEN CORP AND SUBSIDIARIES
----------------------------------
PART I. FINANCIAL STATEMENTS
-----------------------------
The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. In the opinion of management,
these statements contain all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position as of June 18,
1994 and January 1, 1994, cash flows for the twenty-four-week periods ended June
18, 1994 and June 19, 1993, and the results of operations for the twelve-week
and twenty-four-week periods ended June 18, 1994 and June 19, 1993. The 1994
interim results reported herein may not necessarily be indicative of the results
of operations for the full year 1994.
2
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS ARE IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
June 18, 1994 Jan. 1, 1994
---------------- --------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $20,494 $17,375
Trade accounts receivable, less allowances
of $8,331 and $8,432, respectively 95,787 98,678
Inventories 32,421 34,362
Prepaid expenses and other 39,618 43,309
---------------- --------------------
Total current assets 188,320 193,724
---------------- --------------------
Equipment at customers and components, at
cost, less accumulated depreciation of
$28,412 and $30,922, respectively 80,132 63,026
Property, plant and equipment, at cost
less accumulated depreciation of
$254,081 and $233,971, respectively 547,015 553,219
Intangible assets, at cost, less
accumulated amortization of $43,996
and $37,254, respectively 109,547 106,714
Other Assets 74,275 78,695
---------------- --------------------
$999,289 $995,378
================ ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Dividends payable $5,193 $ -
Current portion of long-term debt 798 888
Trade accounts payable 57,251 58,417
Accrued expenses 70,934 56,285
Restructure liability 14,147 21,742
Income taxes payable 4,994 1,347
Accrued environmental liabilities 6,147 10,736
---------------- --------------------
Total current liabilities 159,464 149,415
---------------- --------------------
Long-term debt, less current portion 283,255 288,633
---------------- --------------------
Deferred income taxes 57,363 61,540
---------------- --------------------
Restructure liability 56,252 62,431
---------------- --------------------
Accrued environmental liabilities 49,003 55,768
---------------- --------------------
Other Liabilities 18,479 14,927
---------------- --------------------
Shareholders' equity:
Preferred stock ($.10 par value;
authorized 1,000,000 shares; none
issued) - -
Common stock ($.10 par value;
authorized 300,000,000 shares;
issued and outstanding 57,683,756
shares) 5,768 5,768
Additional paid-in capital 183,612 183,612
Retained earnings 205,049 194,261
Cumulative translation adjustments (18,956) (20,977)
---------------- --------------------
375,473 362,664
---------------- --------------------
$999,289 $995,378
================ ====================
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(amounts are in thousands except per share data)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Four Weeks Ended
----------------------------- -----------------------------
June 18, 1994 June 19, 1993 June 18, 1994 June 19, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue $183,334 $189,314 $360,146 $371,132
------------- ------------- ------------- -------------
Costs and expenses:
Operating costs and expenses 134,454 141,589 265,766 280,356
Selling and administrative expenses 25,866 28,235 51,972 55,149
Interest income (129) (193) (257) (460)
Interest expense 3,260 2,450 6,222 4,792
------------- ------------- ------------- -------------
163,451 172,081 323,703 339,837
------------- ------------- ------------- -------------
Earnings before income taxes 19,883 17,233 36,443 31,295
Income taxes 8,415 6,746 15,270 12,173
------------- ------------- ------------- -------------
Net earnings $ 11,468 $ 10,487 $ 21,173 $ 19,122
============= ============= ============= =============
Earnings per common and common
equivalent share: $0.20 $0.18 $0.37 $0.33
============= ============= ============= =============
Average number of common and common
equivalent shares outstanding 57,710 57,677 57,705 57,772
============= ============= ============= =============
Cash dividends per common share $0.09 $0.09 $0.18 $0.18
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts are in thousands)
<TABLE>
<CAPTION>
Twenty-Four Weeks Ended
-----------------------------
June 18, 1994 June 19, 1993
------------- -------------
<S> <C> <C>
Net cash provided by operating activities $ 62,666 $ 51,940
-------- --------
Cash flows used in investing activities:
Equipment at customers and component
additions (22,107) (8,078)
Property, plant and equipment additions (22,113) (37,933)
Other (4,753) (8,429)
-------- --------
Net cash used in investing activities (48,973) (54,440)
-------- --------
Cash flows from (used in) financing activities:
Net borrowings (payments) (4,408) 5,098
Dividends (5,193) (5,191)
Other (1,059) 189
-------- --------
Net cash provided from (used in) financing
activities (10,660) 96
-------- --------
Effect of exchange rate changes on cash 86 (113)
-------- --------
Net increase (decrease) in cash and cash equivalents 3,119 (2,517)
Cash and cash equivalents at beginning of year 17,375 30,565
-------- --------
Cash and cash equivalents at end of the reporting period $ 20,494 $ 28,048
======== ========
Supplemental disclosures of cash paid during
the reporting period:
Interest (net of amount capitalized) $ 6,331 $ 5,192
======== ========
Income taxes paid (net of refunds received) $ (279) $ 15,291
======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
-----------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. INVENTORIES
The Company's inventories consist primarily of solvent, oil and supplies.
LIFO inventories at June 18, 1994 and January 1, 1994 were $4.7 million.
Under the FIFO method of accounting (which approximates current or
replacement cost), inventories would have been $1.1 million and $1.8 million
higher at June 18, 1994 and January 1, 1994, respectively.
2. INTERIM REPORTING PERIODS
The Company's interim reporting periods are twelve weeks each for the first
three reporting periods of the year, and sixteen weeks for the fourth
reporting period.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
OVERVIEW
--------
In 1993, the Company introduced a new cyclonic parts cleaner service. The
cyclonic parts cleaner machine is designed to continuously remove dirt particles
from the solvent during use using a built in cyclonic separator. The cyclonic
parts cleaner is aimed at replacing the Company's existing red sink-on-a-drum
parts cleaner. With the cyclonic parts cleaner service, customers need service
less frequently, generate less waste on an annual basis and can reduce the
annual cost for the parts cleaner service. At June 18, 1994, the Company had
placed 49,800 cyclonic units with customers. Although this is approximately 15%
behind the Company's original schedule, the installed base of cyclonic units
nearly doubled during the second reporting period from 26,000 units at March 26,
1994. At June 18, 1994, there were approximately 207,000 Model 16 and 30 parts
cleaners in service with customers in the USA, which represents over one-half of
the total installed base of Company-owned parts cleaners in the United States.
The Company believes the new cyclonic parts cleaner service will reduce the
turnover rate from existing customers and result in faster penetration of the
market for new customers. The Company expects that the annual gross profit
margins on the cyclonic service will be higher than on the existing service.
However, no assurance can be given as to the ultimate impact the conversion to
the cyclonic technology will have on the Company's profitability or net machine
growth at this early stage of the rollout.
The Company has also developed a proprietary filtration device which can be
added to customer-owned parts cleaners and larger Safety-Kleen machines. There
are currently several hundred of these units in use on a test basis with
customers. If the test is successful, the Company intends to offer this service
throughout the United States.
During the fourth interim period of 1993, the Company announced that it had
developed a restructuring plan based on the conversion of its existing parts
cleaning machines to the new cyclonic units and certain other actions intended
to better focus the Company's operations on core environmental services. As part
of the Company's restructuring plan, it recorded a special pre-tax charge of
$179 million. This $179 million charge included $93 million to write down assets
and $86 million for anticipated cash expenditures related to actions the Company
has taken or intends to take as part of its restructuring plan.
During the first twenty-four weeks of 1994, the Company's restructure
reserves declined $13.8 million from $84.2 million to $70.4 million. The
Company incurred year-to-date after tax cash expenditures of $8.9 million
associated with the restructuring. In addition, the Company received a $10.8
million refund of estimated tax payments made in 1993 in the current reporting
period as a result of the restructuring.
In 1993, the Company also recorded a $50 million pre-tax special charge for
a change in estimate for remediation costs relating to all operating and
previously-closed sites. The Company's expenses for environmental remediation
declined $2.1 million and $4.2 million in the current twelve and twenty-four
week reporting periods, respectively, from the comparable periods of 1993.
<PAGE>
The Company continues to experience net earnings benefits from the
restructuring plan and change in accounting estimate in line with its previously
announced expected net earnings benefit from these actions of $12 million to $15
million ($20 million to $25 million pre-tax) for the full year 1994.
<PAGE>
FINANCIAL CONDITION
-------------------
The Company's working capital decreased from $44.3 million at January 1,
1994 to $28.9 million at June 18, 1994. The Company incurred year-to-date cash
expenditures of $44.2 million in capital spending for equipment at customers and
property acquisitions and improvements. These expenditures were financed by
internally generated cash. The Company's long term debt decreased by $5.4
million during the first twenty-four weeks of 1994.
The Company's long-term debt to total capital ratio was 43% and 44% at June
18, 1994 and January 1, 1994, respectively. The Company does not expect its
long-term debt to total capital ratio to change significantly during the balance
of 1994.
<PAGE>
RESULTS OF OPERATION
--------------------
COMPARISON OF THE TWELVE WEEK PERIODS ENDED
-------------------------------------------
JUNE 18, 1994 AND JUNE 19, 1993
-------------------------------
REVENUE
- - -------
Revenue for the twelve weeks ended June 18, 1994 was $183 million, down $6
million, or 3%, from the comparable period last year. This decline in revenue is
primarily attributable to a reduction in parts cleaner service volume and
decreased allied product sales due to the planned discontinuance of allied
products.
Revenue derived from the Company's North American and European operations
during the twelve weeks ended June 18, 1994 and June 19, 1993 was as follows:
<TABLE>
<CAPTION>
Thousands of Dollars
--------------------
Percentage
June 18, 1994 June 19, 1993 Increase(Decrease)
------------- -------------------- ------------------
<S> <C> <C> <C>
North America
Automotive/Retail
Repair Services $ 54,958 $ 58,473 (6.0)%
Industrial Services 50,921 49,910 2.0%
Oil Recovery Services 27,507 28,245 (2.6)%
Other Services 30,396 33,483 (9.2)%
-------- --------
Total North America 163,782 170,111 (3.7)%
Europe 19,552 19,203 1.8%
-------- --------
Consolidated $183,334 $189,314 (3.2)%
======== ========
</TABLE>
$1.6 million of the $3.5 million revenue decline in the Company's North
American Automotive/Retail Repair Services can be attributed to the lack of
sales from discontinued allied products. Most of the remaining $1.9 million
revenue decline is due to an 8% decline in parts cleaner service volume, which
resulted from fewer machines in service and a lengthening of the average service
interval.
The Company's North American Industrial Services revenue for the current
reporting period includes approximately $25.0 million from the Fluid Recovery
Service, which represents an 11% increase over the comparable period of 1993.
Virtually all of this revenue increase is due to higher volume experienced by
the Company during the current interim period. This increased volume was
partially offset by an 8% decline in the average revenue per drum collected,
primarily due to quantity discounts. The North American Industrial Parts Cleaner
Service accounts for the remaining $25.9 million of revenue, which represents a
decrease of $1.4 million, or 5%, from the comparable period of 1993. Lower
allied product sales resulting from the discontinuance of certain allied product
lines accounted for $0.6 million of this decrease. The remaining $0.8 million
decrease in revenue resulted from an 11% decline in parts cleaner service
volume, caused by a decline in the number of units in service and a longer
average service interval.
<PAGE>
Revenue from North American Oil Recovery Services was down $0.7 million, or
3%, during the current interim period compared to 1993. A reduction in the value
of the Canadian dollar accounted for $0.4 million of this decrease in revenue.
The remaining revenue decline can be attributed to a 13% lower average base lube
oil selling price and a lower average used automotive oil collection price,
which were partially offset by volume increases in used automotive oil collected
and base lube oil sold.
Revenue from Other Services during the current reporting period was down
$3.1 million, or 9.2%, from the comparable period of 1993. The lack of sales
caused by the planned discontinuance of Paint Refinishing allied products
accounts for $2.0 million of the decrease.
European current period revenues of $19.5 million were virtually flat with
last year. Foreign exchange lowered U.S. dollar European revenues by
approximately 4%.
OPERATING COSTS AND EXPENSES
- - ----------------------------
Operating costs and expenses as a percentage of revenue declined from 74.8%
during the second twelve weeks of 1993 to 73.3% in the current reporting period.
This gross profit margin improvement is directly attributable to the Company's
lower cost structure which resulted from its restructuring plan and change in
accounting estimate for remediation costs implemented in 1993.
SELLING AND ADMINISTRATIVE EXPENSES
- - -----------------------------------
Selling and administrative expenses declined 8% from $28.2 million during
the twelve weeks ended June 19, 1993, to $25.9 million during the current
period. This reduction in selling and administrative expenses is primarily due
to the work force reductions implemented as part of the Company's restructuring
plan.
INTEREST EXPENSE
- - ----------------
Interest expense increased $0.8 million to $3.3 million during the current
reporting period versus the comparable period of 1993, due mainly to increased
interest rates.
INCOME TAXES
- - ------------
The Company's effective income tax rate was 42.3% for the twelve weeks
ended June 18, 1994, and 39.1% for the comparable period of 1993. The increase
in the effective tax rate is primarily due to an increase in the U.S. statutory
corporate tax rate, an increase in non-deductible expenses and a change in the
mix of pre-tax earnings by taxing jurisdiction.
<PAGE>
COMPARISON OF THE TWENTY-FOUR WEEK PERIODS ENDED
------------------------------------------------
JUNE 18, 1994 AND JUNE 19, 1993
-------------------------------
REVENUE
- - -------
Revenue for the twenty-four weeks ended June 18, 1994 was $360 million,
down $11 million, or 3%, from last year. This decline in revenue is primarily
attributable to a reduction in parts cleaner service volume and decreased allied
product sales due to the planned discontinuance of allied products.
Revenue derived from the Company's North American and European operations
during the twenty-four weeks ended June 18, 1994 and June 19, 1993 was as
follows:
<TABLE>
<CAPTION>
Thousands of Dollars
--------------------
Percentage
June 18, 1994 June 19, 1993 Increase(Decrease)
------------- -------------------- ------------------
<S> <C> <C> <C>
North America
Automotive/Retail
Repair Services $110,535 $115,548 (4.3)%
Industrial Services 100,296 98,050 2.3%
Oil Recovery Services 52,050 53,466 (2.6)%
Other Services 58,810 65,982 (10.9)%
-------- --------
Total North America 321,691 333,046 (3.4)%
Europe 38,455 38,086 1.0%
-------- --------
Consolidated $360,146 $371,132 (3.0)%
======== ========
</TABLE>
Lower allied product sales resulting from the discontinuance of certain
allied product lines accounted for $2.7 million of the $5.0 million year-to-date
decline in revenue from the Company's North American Automotive/Retail Repair
Services. Most of the remaining $2.3 million decline can be attributed to a 10%
decline in parts cleaner service volume, which resulted from fewer machines in
service and a lengthening of the average service interval.
Revenue from the Company's North American Industrial Services includes
$52.3 million from the Industrial Parts Cleaner Service and $48.0 million from
the Fluid Recovery Service.
Revenue from the Industrial Parts Cleaner Service decreased $1.3 million,
or 3%, from 1993. $1.1 million of this decrease resulted from the lack of sales
from discontinued allied products. The remaining $0.2 million decline in revenue
is the result of a 10% decline in parts cleaner service volume. This decline in
service volume can be attributed to fewer machines in service and a longer
average interval between services.
<PAGE>
Fluid Recovery Service revenue increased 8% over the comparable period of
1993, due to increased volume. This higher volume was offset by a 6% decline in
the average price per drum collected, which was largely caused by quantity
discounts.
Revenue from North American Oil Recovery Services was down $1.4 million, or
3%, during the twenty-four weeks ended June 18, 1994 versus the comparable
period of 1993. A reduction in the value of the Canadian dollar accounted for
$0.8 million of this decline. The remaining revenue decline can be attributed to
a 14% lower average base lube oil selling price and a lower average used
automotive oil collection charge, which were partially offset by increases in
the volume of used automotive oil collected and lube oil sold.
Revenue from Other Services during the current reporting period was down
$7.2 million, or 10.9%, from the comparable period of 1993. The lack of sales
caused by the discontinuance of Paint Refinishing allied products accounts for
$3.5 million of this decline.
European revenues of $38.5 million year-to-date were virtually flat with
last year. Foreign exchange lowered U.S. dollar European revenues by
approximately 4%.
OPERATING COSTS AND EXPENSES
- - ----------------------------
Year-to-date operating costs and expenses as a percentage of revenue
declined from 75.5% during 1993 to 73.8% during 1994. This gross profit margin
improvement is directly attributable to the Company's lower cost structure which
resulted from its restructuring plan and change in accounting estimate for
remediation costs.
SELLING AND ADMINISTRATIVE EXPENSES
- - -----------------------------------
Selling and administrative expenses totaled $52.0 million during the
twenty-four weeks ended June 18, 1994, down $3.2 million, or 6%, from the prior
year. This reduction in selling and administrative expenses is primarily due to
the work force reduction actions implemented as part of the Company's
restructuring plan .
INTEREST EXPENSE
- - ----------------
Interest expense increased $1.4 million to $6.2 million during the current
year-to-date period versus the comparable period of 1993, due mainly to an
increase in interest rates.
INCOME TAXES
- - ------------
The Company's effective income tax rate was 41.9% for the first twenty-four
weeks of 1994 and 38.9% for the comparable period of 1993. The increase in the
<PAGE>
effective tax rate is primarily due to an increase in the U.S. statutory
corporate tax rate, an increase in non-deductible expenses and a change in the
mix of pre-tax earnings by taxing jurisdiction.
<PAGE>
PART II.
--------
Item 1. LEGAL PROCEEDINGS
-----------------
Although the Company's goal is to fully comply with all environmental
regulations, from time to time it is likely that the nature of the Company's
business will cause it to incur governmental fines and penalties as a
consequence of its business operations. In the majority of situations where
proceedings are commenced by governmental authorities, the matters involved
relate to alleged technical violations of permits or orders under which the
Company operates, or laws and regulations to which its operations are subject,
and are the result of varying interpretations of the applicable requirements.
Generally, these proceedings result from routine inspections conducted by
federal and state regulatory agencies.
From time to time, the Company becomes subject to claims which allege more
than technical violations or in which the claimant seeks remedies which involve
potentially higher costs than routine technical violation claims. These claims
can be brought by either governmental authorities or private claimants. The
relief sought can involve remediation of the alleged environmental damage,
payment of damages, and (in the case of claims brought by governmental
authorities), fines and penalties.
In some cases of this type, governmental authorities may seek fines and/or
penalties from the Company which exceed $100,000 in each case. Seven such
proceedings against the Company were pending or known to be contemplated by
governmental authorities at June 18, 1994. In these cases, the governmental
authorities may allege, among other things, that at certain of the Company's
facilities, the Company is responsible for releases or threatened releases of
hazardous substances, that the Company engaged in soil excavation or clean-up
activities without obtaining requisite advance approvals and/or that the Company
committed certain manifesting, storage or waste handling violations. One such
case was settled during the twelve week period ended June 18, 1994. In that
case, the State of Michigan alleged the Company failed to complete closure
activities at two sites in a timely fashion and that secondary containment at
one of the sites was inadequate. The Company entered into a settlement agreement
with the state whereby the Company agreed to pay $265,000 in fines and penalties
and complete a remediation program already underway at one site. The state
agreed that closure was complete at the other site and no further action on the
Company's part was required.
The Company's practice is to attempt to negotiate resolution of claims
against the Company and its facilities. The Company has to date been able to
resolve cases on generally satisfactory terms. The Company is, however, prepared
to contest claims or remedies which the Company believes to be inappropriate
unless and until satisfactory settlement terms can be agreed upon.
Based on its past experience and its knowledge of pending cases, the
Company believes it is unlikely that the Company's actual liability on the cases
now pending will be materially adverse to the Company's financial condition. It
should be noted, however, that many environmental laws are written in a way in
which the Company's potential liability can be large, and it is always possible
that the Company's actual liability on any particular environmental claim will
prove to be larger than anticipated and accrued for by the Company. It is also
possible that expenses incurred in any particular reporting period for
remediation costs or for fines, penalties, or judgments could have a material
impact on the Company's earnings for that period.
<PAGE>
The Company and certain of its officers and directors were named as
defendants in two lawsuits brought by shareholders in the United States District
Court located in Chicago, Illinois. In the first case, which was filed on August
7, 1992, plaintiffs alleged that defendants issued a series of public statements
in press releases, interviews, filings with the Securities and Exchange
Commission and annual and quarterly reports to shareholders that were misleading
because they did not include certain information concerning waste fluid storage
problems in Puerto Rico. In the second case, which was filed on December 18,
1992, plaintiffs alleged that defendants failed to make timely correction of
overestimates of the Company's earnings for the seventeen-week interim reporting
period ended January 2, 1993 and that defendants were responsible for other
alleged misstatements and omissions.
The lawsuits were consolidated for purposes of settlement. On March 14,
1994 the class representatives and defendants in the consolidated action entered
into a settlement agreement. On June 2, 1994, after a fairness hearing, the
court approved the settlement agreement and dismissed the lawsuits with
prejudice. Under the settlement agreement, the defendants denied all allegations
of wrongdoing or liability, but agreed to settle the cases to avoid lengthy and
time consuming litigation and the burden, inconvenience and expense associated
with continuing the litigation.
All amounts due under the settlement have been paid by the Company and its
insurance carrier.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
None.
<PAGE>
SIGNATURES
- - ----------
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 thereunto duly authorized on this 2nd day of August, 1994.
SAFETY-KLEEN CORPORATION
/s/ Robert W. Willmschen, Jr.
-----------------------------
Robert W. Willmschen, Jr.
Senior Vice President Finance,
and Secretary - Chief Financial
Officer
