<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 and thirty-six weeks ended September 9, 1995.
___ 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 Identification No.)
incorporation or organization)
1000 North Randall Road, Elgin, Illinois 60123-7857
- ------------------------------------------------------------------------------
(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 September 9, 1995 were 57,868,541.
1
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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 September
9, 1995 and December 31, 1994, cash flows for the thirty-six week periods ended
September 9, 1995 and September 10, 1994, and the results of operations for the
twelve and thirty-six week periods ended September 9, 1995 and September 10,
1994. The 1995 interim results reported herein may not necessarily be
indicative of the results of operations for the full year 1995.
2
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SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS ARE IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
ASSETS
Sept. 9, 1995 Dec. 31, 1994
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 37,611 $ 21,015
Trade accounts receivable, less allowances of $9,353 and $8,868, respectively 101,665 102,908
Inventories 35,475 32,137
Prepaid expenses and other 43,127 35,334
---------- ----------
Total current assets 217,878 191,394
---------- ----------
Equipment at customers and components, at cost, less accumulated depreciation of
$44,211 and $38,917, respectively 115,371 96,605
Property, plant and equipment, at cost, less accumulated depreciation of
$303,582 and $273,075, respectively 528,301 538,042
Intangible assets, at cost, less accumulated amortization of $62,845 and
$52,015, respectively 124,485 113,925
Other assets 72,659 76,020
---------- ----------
$1,058,694 $1,015,986
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Dividends payable $ 5,210 $ -
Current portion of long-term debt 10 10
Trade accounts payable 56,853 61,629
Accrued expenses 73,754 64,960
Restructure liability 16,652 24,637
Income taxes payable 14,252 3,339
Accrued environmental liabilities 8,741 11,730
---------- ----------
Total current liabilities 175,472 166,305
---------- ----------
Long-term debt, less current portion 298,492 284,125
---------- ----------
Deferred income taxes 74,655 69,545
---------- ----------
Restructure liability 27,344 34,357
---------- ----------
Accrued environmental liabilities 34,212 37,954
---------- ----------
Other liabilities 27,213 27,364
---------- ----------
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 57,868,541 and 57,754,963 shares, respectively) 5,787 5,775
Additional paid-in capital 186,366 184,789
Retained earnings 243,287 223,569
Cumulative translation adjustments (14,134) (17,797)
---------- ----------
421,306 396,336
---------- ----------
$1,058,694 $1,015,986
========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
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SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-Six Weeks Ended
---------------------- --------------------------
Sept. 9, Sept. 10, Sept. 9, Sept. 10,
1995 1994 1995 1994
--------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenue $197,529 $182,149 $595,280 $542,295
--------- --------- ----------- ----------
Costs and expenses:
Operating costs and 145,239 133,505 436,642 399,271
expenses
Selling and
administrative
expenses 29,087 24,634 85,980 76,606
Interest income (171) (133) (656) (390)
Interest expense 4,671 3,657 14,058 9,879
--------- --------- ----------- ----------
178,826 161,663 536,024 485,366
--------- --------- ----------- ----------
Earnings before income 18,703 20,486 59,256 56,929
taxes
Income taxes 7,577 8,274 23,928 23,544
--------- --------- ----------- ----------
Net earnings $ 11,126 $ 12,212 $ 35,328 $ 33,385
========= ========= =========== ==========
Earnings per common and
common equivalent share $0.19 $0.21 $0.61 $0.58
========= ========= =========== ==========
Average number of common
and common equivalent
shares outstanding 57,849 57,847 57,854 57,738
========= ========= =========== ==========
Cash dividends per common
share $0.09 $0.09 $0.27 $0.27
========= ========= =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS ARE IN THOUSANDS)
<TABLE>
<CAPTION>
Thirty-Six Weeks Ended
--------------------------------------
Sept. 9, 1995 Sept. 10, 1994
------------- --------------
<S> <C> <C>
Net cash provided by operating $ 84,998 $ 92,199
activities -------- --------
Cash flows used in investing
activities:
Equipment at customers and (26,832) (33,534)
component additions
Property, plant and equipment (26,378) (27,430)
additions
Business acquisitions and other (20,077) (2,428)
-------- --------
Net cash used in investing (73,287) (63,392)
activities -------- --------
Cash flows provided from (used in)
financing activities:
Net borrowings (payments) 13,212 (13,050)
Dividends (10,400) (10,387)
Other 1,931 1,186
-------- --------
Net cash provided from (used 4,743 (22,251)
in) financing activities -------- --------
Effect of exchange rate changes on 142 279
cash -------- --------
Net increase (decrease) in cash and 16,596 6,835
cash equivalents
Cash and cash equivalents at 21,015 17,375
beginning of year -------- --------
Cash and cash equivalents at end of $ 37,611 $ 24,210
the reporting period ======== ========
Supplemental disclosures of cash paid
during the reporting period:
Interest (net of amount capitalized) $ 11,122 $ 7,600
======== ========
Income taxes paid (net of $ 5,149 $ (4)
refunds received) ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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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 September 9, 1995 and December 31, 1994 were $5.4 and $5.0
million, respectively. Under the FIFO method of accounting (which approximates
current or replacement cost), inventories would have been $1.4 million and $1.0
million higher at September 9, 1995 and December 31, 1994, respectively.
2. PROPERTY
During the fourth interim period of 1993, the Company implemented a
restructuring plan in conjunction with its decision to convert a substantial
portion of its existing parts cleaner machine customers to new cyclonic
technology. As part of this restructuring plan, the Company wrote down assets
associated with the planned reduction of recycling capacity and shut-down of
certain facilities. As of September 9, 1995 and December 31, 1994, the net book
value of property intended for sale as a result of such planned recycling
capacity reductions, facility shut-downs and other restructuring actions was
approximately $16 million.
3. ACQUISITIONS
During the first interim period of 1995, the Company completed the
acquisitions of Drew Resource Corp., a photochemical processing and silver
recovery company in California, and the parts cleaner service business of
Sparkle Corp. These acquisitions were accounted for using the purchase method
and, accordingly, their operating results have been included in the Company's
Consolidated Statements of Earnings only since the respective dates of
acquisition. The acquisitions were not material either individually or in the
aggregate.
4. 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
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
OVERVIEW
--------
In order to address the waste minimization concerns of its customers, the
Company began converting its existing Model 16 and 30 red sink-on-a-drum parts
cleaners in the United States to a new cyclonic parts cleaner service in 1993.
The new service employs a premium non-hazardous solvent and a patented cyclonic
separation technology that continuously removes dirt particles from the solvent
during use. As a result, the solvent stays cleaner longer, extending the life of
the solvent and reducing the number of annual services required. With the new
cyclonic parts cleaner service, customers need service less frequently and
generate less waste on an annual basis, which reduces the cost of the parts
cleaner service to Safety-Kleen and also provides customers with the potential
to reduce their cost.
At September 9, 1995, the Company had placed approximately 155,000 cyclonic
machines at customer locations in North America, and there were approximately
118,000 Model 16 and 30 parts cleaners remaining in service with customers in
North America. These 155,000 cyclonic machines represent approximately 39% of
the total installed base of Company-owned parts cleaners in North America.
7
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FINANCIAL CONDITION
- -------------------
The Company's working capital increased from $25.1 million at December 31,
1994 to $42.4 million at September 9, 1995. Year-to-date capital spending for
equipment at customers and property, plant and equipment additions totaled $53.2
million, excluding business acquisitions. These expenditures were financed by
internally generated cash and additional borrowings. The Company's long-term
debt increased by $14.4 million during the first thirty-six weeks of 1995.
In the first interim period of 1995, the Company entered into a note
purchase agreement with two insurance companies, under which the Company
borrowed $50 million at a fixed interest rate of 8.05% for 3 years expiring in
February, 1998. Proceeds from the notes were used to repay existing bank
borrowings.
The Company's long-term debt to total capital ratio was 42% at September 9,
1995 and December 31, 1994. The Company does not expect its long-term debt to
total capital ratio to change significantly during the balance of 1995.
The Company's restructure liabilities declined $15.0 million during the
first thirty-six weeks of 1995 from $59.0 million to $44.0 million. The Company
incurred year-to-date after tax cash expenditures of $6.7 million on
restructuring items.
8
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RESULTS OF OPERATION
--------------------
COMPARISON OF THE TWELVE WEEK PERIODS ENDED
-------------------------------------------
SEPTEMBER 9, 1995 AND SEPTEMBER 10, 1994
----------------------------------------
REVENUE
- -------
Revenue for the twelve weeks ended September 9, 1995 was $198 million, up
$15 million, or 8%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the twelve weeks ended September 9, 1995 and September 10, 1994 was as
follows:
Thousands of Dollars
-----------------------------
Percentage
Increase
Sept. 9, 1995 Sept. 10, 1994 (Decrease)
------------- -------------- ----------
North America
Automotive/Retail Repair Services $ 54,415 $ 53,796 1%
Industrial Services 55,855 51,525 8%
Oil Recovery Services 30,263 27,535 10%
Other Services 34,450 29,726 16%
-------- --------
Total North America 174,983 162,582 8%
Europe 22,546 19,567 15%
-------- --------
Consolidated $197,529 $182,149 8%
======== ========
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES: Most of the revenue
increase in the Company's North American Automotive/Retail Repair Services is
due to an increase in the average service charge. A 6% decline in parts cleaner
service volume caused primarily by a lengthening of the average service interval
partially offset the favorable impact of the higher average service charges.
Parts cleaner machines in service at customers on September 9, 1995 increased by
nearly 17,000 machines, or 4%, from the machines in service at September 10,
1994. Approximately 9,000 of these machines resulted from acquisitions.
NORTH AMERICAN INDUSTRIAL SERVICES: The Company's North American Industrial
Services revenue for the current reporting period includes $28.2 million from
the Fluid Recovery Service, which represents a 10% increase over the comparable
period of 1994. Most of this revenue increase is due to the higher number of
drums collected by the Company during the current interim period.
9
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The North American Industrial Parts Cleaner Service accounts for the
remaining $27.6 million of revenue, which represents an increase of $1.8
million, or 7%, from the comparable period of 1994. Most of the increase in
revenue resulted from higher average service charges. Machines in service at
September 9, 1995 increased by more than 10,000 machines, or 8%, from the
machines in service at September 10, 1994.
NORTH AMERICAN OIL RECOVERY SERVICES: Revenue from North American Oil
Recovery Services was up $2.7 million, or 10%, from the comparable period of
1994. Although the volume of lube oil sold decreased by approximately 1%,
revenue from lube oil sold increased $1.0 million, or 6%, due to increases in
the average selling price of lube oil and product mix. The remaining revenue
increase was primarily due to price increases in the antifreeze and oil
collection businesses and increased volumes of byproducts sold.
NORTH AMERICAN OTHER SERVICES: Revenue from Other Services during the
current reporting period was up $4.7 million, or 16%, from the comparable period
of 1994. Revenues from the new Imaging Services business increased $4.6 million.
EUROPE: European current period revenues of $22.5 million were up $3.0
million, or 15%, from the comparable period of 1994. Changes in foreign currency
exchange rates accounted for $1.3 million of this increase while expansion of
the Fluid Recovery Service business in the United Kingdom accounted for $0.5
million of the increase.
OPERATING COSTS AND EXPENSES
- ----------------------------
Operating costs and expenses as a percentage of revenue were 73.5% in the
current reporting period, compared to 73.3% for the third interim period of
1994. This increase in operating costs was caused by higher waste processing and
disposal costs and start-up losses in the Imaging business.
In the second interim period of 1995, the Company completed negotiations
and extended its long-term exclusive supply arrangements with two cement plants
and entered into arrangements to manage the waste-derived fuels program at two
additional plants. The Company's cost per gallon for disposal of waste-derived
fuel under the new agreements is higher than its historical cost per gallon. In
addition, three of these plants were unable to burn normal volumes of waste-
derived fuel during the third interim period due to unscheduled fuel burning
outages. The total impact of the new agreements and the unscheduled fuel burning
outages increased current period operating costs by an estimated $1.6 million.
The Company also incurred approximately $0.6 million in additional start-up
losses at the gross profit level from its Imaging Services business in the
current quarter. These unfavorable items were partially offset by better margins
due to improved pricing in certain of the Company's businesses, primarily the
Oil Recovery business.
SELLING AND ADMINISTRATIVE EXPENSES
- -----------------------------------
Selling and administrative expenses increased from 13.5% of revenue in 1994
to 14.7% of revenue in 1995. Selling and administrative expenses in the third
interim period of 1994 were low compared to expenses totaling 14.2% of revenue
for the full year 1994. The remaining increase is largely due to higher employee
related costs.
10
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INTEREST EXPENSE
- ----------------
Interest expense increased $1.0 million to $4.7 million during the current
reporting period versus the comparable period of 1994, due primarily to
increased interest rates.
INCOME TAXES
- ------------
The Company's effective income tax rate was 40.5% for the twelve weeks
ended September 9, 1995 and 40.4% for the comparable period of 1994.
11
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RESULTS OF OPERATION
--------------------
COMPARISON OF THE THIRTY-SIX WEEK PERIODS ENDED
-----------------------------------------------
SEPTEMBER 9, 1995 AND SEPTEMBER 10, 1994
----------------------------------------
REVENUE
- -------
Revenue for the thirty-six weeks ended September 9, 1995 was $595.3
million, up $53.0 million, or 10%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the thirty-six weeks ended September 9, 1995 and September 10, 1994 was
as follows:
Thousands of Dollars
----------------------------
Percentage
Increase
Sept. 9, 1995 Sept. 10, 1994 (Decrease)
------------- ------------- ----------
North America
Automotive/Retail Repair Services $166,354 $164,331 1%
Industrial Services 166,385 151,821 10%
Oil Recovery Services 88,234 79,585 11%
Other Services 105,999 88,536 20%
-------- --------
Total North America 526,972 484,273 9%
Europe 68,308 58,022 18%
-------- --------
Consolidated $595,280 $542,295 10%
======== ========
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES: An increase in the
average service charge accounted for most of the revenue increase in the
Company's North American Automotive/Retail Repair Services. The favorable impact
of the higher average service charge was partially offset by a 4% decline in
parts cleaner service volume caused primarily by a lengthening of the average
service interval.
NORTH AMERICAN INDUSTRIAL SERVICES: Revenue from the Company's North
American Industrial Services includes $84.6 million from the Fluid Recovery
Service and $81.8 million from the Industrial Parts Cleaner Service.
Fluid Recovery Service revenue increased 15% over the comparable period of
1994. Virtually all of this revenue increase is due to the higher number of
drums collected by the Company during the current interim period.
12
<PAGE>
Revenue from the North American Industrial Parts Cleaner Service increased
$3.7 million, or 5%, from 1994. The increase in revenue resulted from higher
average service charges. Volume remained flat with last year as an increase in
the number of machines in service was offset by a lengthening of the average
service interval.
NORTH AMERICAN OIL RECOVERY SERVICES: Revenue from North American Oil
Recovery Services was up $8.6 million, or 11%, from the comparable period of
1994. Although the volume of lube oil sold decreased by approximately 2%,
revenue from lube oil sold increased $4.0 million, or 8%, due to a 9% increase
in the average selling price of base lube oil. The remaining revenue increase
was primarily due to price increases in the antifreeze and oil collection
businesses and increased volumes of byproducts sold.
NORTH AMERICAN OTHER SERVICES: Revenue from Other Services during the
thirty-six weeks ended September 9, 1995 was up $17.5 million, or 20%, from the
comparable period of 1994. Revenues from the new Imaging Services business
accounted for $15.7 million of the increase.
EUROPE: European year-to-date revenues of $68.3 million were up $10.3
million, or 18%, from the comparable period of 1994. Changes in foreign currency
exchange rates accounted for $5.8 million of the increase while expansion of the
Fluid Recovery Service in the United Kingdom accounted for $1.4 million of the
increase.
OPERATING COSTS AND EXPENSES
- ----------------------------
Year-to-date operating costs and expenses as a percentage of revenue
declined from 73.6% during 1994 to 73.4% during 1995. This gross profit margin
improvement is attributable to higher volumes of Envirosystems materials being
processed through the Company's existing infrastructure and increased pricing in
selected markets. The favorable impact of these items was partially offset by
higher cement kiln costs incurred in the third interim period of 1995, higher
drum processing costs in the Fluid Recovery Service business and start-up losses
in the Imaging Services business.
SELLING AND ADMINISTRATIVE EXPENSES
- -----------------------------------
Selling and administrative expenses increased from 14.1% of revenue in 1994
to 14.4% of revenue in 1995 due mainly to higher employee related costs.
INTEREST EXPENSE
- ----------------
Interest expense increased $4.2 million to $14.1 million during the first
thirty-six weeks of 1995 versus the comparable period of 1994, due primarily to
higher interest rates.
INCOME TAXES
- ------------
The Company's effective income tax rate was 40.4% for the current year-to-
date period and 41.4% for the comparable period of 1994. The decrease in the
effective tax rate is primarily due to lower non-deductible expenses and a
change in the mix of taxable income among taxing jurisdictions.
13
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PART II.
- --------
Item 1. LEGAL PROCEEDINGS
-----------------
Although the Company's goal is to fully comply with all environmental
regulations, the nature of the Company's business will likely cause it to incur
governmental fines and penalties from time to time 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 often 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, governmental authorities may seek fines and/or penalties
from the Company which exceed $100,000 in each case. In these cases, the
governmental authorities may allege, among other things, that 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. Two such proceedings against
the Company were pending or known to be contemplated by governmental authorities
at September 9, 1995.
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 for 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 with respect to 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.
14
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
EX-3 Amended By-laws.
EX-27 Financial Data Schedule (EDGAR filing only).
EX-99.1 Press release issued September 28, 1995 regarding the
Company's results of operations during the twelve weeks ended
September 9, 1995.
(b) Reports on Form 8-K
The Company filed an optional report on Form 8-K on August 30, 1995
pursuant to Item 5 to report that earnings in the third interim period
would be adversely affected by higher waste processing and disposal
costs.
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 23rd day of October, 1995.
SAFETY-KLEEN CORP.
/s/ ROBERT W. WILLMSCHEN, JR.
-----------------------------
Robert W. Willmschen, Jr.
Senior Vice President Finance,
and Secretary - Chief Financial Officer
15
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EXHIBIT 3
May 12, 1995 Sec'y Init. . . . . . .
BY-LAWS
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Wisconsin shall be
located in the City of Milwaukee, County of Milwaukee. The Corporation may have
such other offices, either within or without the State of Wisconsin, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by the Wisconsin Business
Corporation Law to be maintained in the State of Wisconsin may be, but need not
be, identical with the principal office in the State of Wisconsin, and the
address of the registered office may be changed from time to time by the Board
of Directors.
ARTICLE II
SHAREHOLDERS
Section 1 - Annual Meeting.
The annual meeting of the shareholders shall be held on a weekday on such
date and at such time as the Board of Directors may determine, for the purpose
of electing directors and for the transaction of such business as may properly
come before the meeting. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently is possible.
Section 2 - Special Meeting (of Shareholders).
Special meetings of the shareholders may be called by the Chairman of the
Board, or the Board of Directors, and, subject to the provisions of the second
paragraph of Article II, Section 4 below, shall be called by the President at
the request of the holders of at least one-tenth of all votes entitled to be
cast on any issue proposed at the meeting.
Section 3 - Place of Meeting.
The Board of Directors may designate any place, either within or without the
State of Wisconsin, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation, but any meeting may be adjourned to
reconvene at any place designated by the Chairman of the meeting.
1
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May 12, 1995 Sec'y Init. . . . . . .
Section 4 - Notice of Meeting.
Written notice stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 60 days before the day of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
Officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock record books of the Corporation, with postage
thereon prepaid.
For a meeting to be properly called by the President at the request of the
holders of at least one-tenth of all votes entitled to be cast on any issue
proposed at the meeting, the shareholders requesting the meeting must give
notice of such request in writing containing the applicable information,
required in Sections 12 and 13 hereof, and such notice must be signed and dated
by each such requesting shareholder and delivered to the Secretary at the
principal executive offices of the Corporation. The Board of Directors shall
promptly, but in all events within 10 business days after the date on which such
notice is received, adopt a resolution (i) setting the date for such meeting,
which date shall be not more than 180 and not less than 10 days from the date on
which such resolution is adopted and (ii) fixing the record date for such
meeting in accordance with Section 5 hereof. Shareholders requesting such a
meeting shall pay for all costs incurred in connection with calling and holding
such meeting, including all reasonable costs incurred by the Corporation with
respect thereto.
Any previously scheduled meeting of shareholders may be postponed by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting provided, however, that any special
meeting called at the request of holders of at least one tenth of all votes
entitled to be cast on any issue proposed at the meeting may not be postponed to
a date more than 180 days following the date on which the Board of Directors
adopted the resolution which fixed the original date of such meeting.
Only such business shall be conducted at a special meeting of shareholders
as shall have been set forth as the purpose or purposes of such special meeting
in the Corporation's notice of such special meeting.
Section 5 - Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
Corporation may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 70
days, and, in case of a meeting of shareholders, not less than 10 days, prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders or
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shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made, as
provided in this section, such determination shall be applied to any adjournment
thereof, provided, however, that the Board of Directors will fix a new record
date if such meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
Section 6 - Voting Lists.
The officer or agent having charge of the stock transfer books for shares of
the Corporation shall make, within two business days after notice of the meeting
is given, a complete list of the shareholders entitled to vote at such meeting,
or any adjournment thereof, arranged in alphabetical order, with the address of
and the number of shares held by each, which list, until the time of such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
Section 7 - Quorum.
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Whether or not such quorum is present or represented at any
meeting of shareholders, the Chairman of the meeting may adjourn the meeting
from time to time without further notice other than announcement at the meeting;
provided, however, that when a meeting is so adjourned to another time or place,
notice of the adjourned meeting need not be given only if the date, time and
place thereof are announced at the original meeting, if the adjournment is for
not more than 120 days and if no new record date is fixed for the adjourned
meeting. At such adjourned meeting at which a quorum shall be present or
represented, only such business may be transacted which might have been
transacted at the meeting as originally notified. The Chairman of the Board of
Directors shall act as the Chairman of all meetings of shareholders and, in the
absence of the Chairman of the Board of Directors, the President shall preside.
In the absence of the President, the Board of Directors shall designate any
other Director, Officer or employee of the Corporation to preside at such
meeting.
Section 8 - Proxies.
At all meetings of shareholders, a shareholder entitled to vote may vote by
proxy appointed in writing by the shareholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.
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Section 9 - Voting of Shares.
Subject to the Articles of Incorporation, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders. Unless otherwise required by the Articles of
Incorporation or applicable law, Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election at which a quorum
is present. Unless otherwise required by the Articles of Incorporation or
applicable law, the affirmative vote of the holders of a majority of the shares
present or represented at a meeting of shareholders at which a quorum is present
or represented shall be required to decide all matters brought before such
meeting other than the election of Directors.
Section 10 - Voting Company's Shares.
Shares of the Corporation belonging to it shall not be voted directly or
indirectly at any meeting and shall not be counted in determining the total
number of outstanding shares at any given time, but shares held by this
Corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
Section 11 - Shares in Other Corporation's Name.
Shares standing in the name of another corporation may be voted either in
person or by proxy, by a duly appointed officer of such corporation who has
been authorized to cast such votes or execute such proxies. A proxy executed by
any principal officer of such other corporation shall be conclusive evidence of
the signer's authority to act, in the absence of express notice to this
Corporation, given in writing to the Secretary of this Corporation, of the
designation of some other person by the board of directors or the by-laws of
such corporation.
Section 12 - Notice of Shareholder Business.
At all meetings of the shareholders, only such business shall be conducted
as shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Corporation who was a
shareholder of record at the time of the giving of notice as provided in this
Section 12, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 12. In order for business to be
properly brought before the meeting by a shareholder, such business, as
determined by the Chairman of the meeting, must be a proper subject under
Wisconsin law. For business to be properly brought before an annual meeting by
a shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the close
of business on the tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made. A shareholder's
notice to the Secretary shall set forth
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as to each matter the shareholder proposes to bring before the meeting (a) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address of such shareholder, as they appear on the Corporation's books, (c) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder and (d) any material interest of the shareholder in such
business.
Section 13 - Notice of Shareholder Nominees.
Only persons who are nominated in accordance with the procedures set forth
in the By-Laws shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the Corporation who was a shareholder of record at the time of the giving of
notice provided for in this Section 13, who is entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 13. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director (i) the name, age, business
address, and residence of such nominee; (ii) the principal occupation or
employment of such nominee; (iii) the class and number of shares of the
Corporation which are beneficially owned by such nominee; and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in the By-Laws.
Section 14 - Acceptance of Nominations and Proposals.
The Secretary shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in Sections 12 and 13. The Secretary
shall make any such determination and shall notify the interested shareholder of
such determination (including the reasons for any determination that the
interested shareholder's nomination or proposal was not made in compliance with
these Sections 12 and 13) within 15 days after the Corporation's receipt of the
shareholder's notice required by Sections 12 and 13. If the Secretary
determines that such nomination or proposal is not in compliance with Sections
12 and 13, the interested shareholder shall have until the later of
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the expiration of the applicable notice period or five days after receipt by
such shareholder of any such notice declaring that such shareholder's nomination
or proposal was not made in compliance with Sections 12 and 13 to rectify any
deficiency cited in such notice and to resubmit such shareholder's nomination or
proposal to the Secretary at the principal business office of the Corporation.
Any resubmitted nomination or proposal shall contain only such nominations or
proposals as were submitted to the Corporation in such shareholder's notice
which did not comply with Sections 12 and 13. The Secretary shall determine
whether any such resubmitted nomination or proposal is in compliance with
Sections 12 and 13, and shall notify the interested shareholder of such
determination (including the reasons for any determination that the interested
shareholder's resubmitted nomination or proposal was not made in compliance with
Sections 12 and 13), within five additional days of the Corporation's receipt of
such shareholder's resubmitted nomination or proposal.
Section 15 - Compliance with Exchange Act.
Notwithstanding the provisions of Sections 12 and 13, a shareholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in Sections 12
and 13. Nothing in this Section 15 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
Section 16 - Definitions.
For purposes of this Article II, "public announcement" or "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
ARTICLE III
BOARD OF DIRECTORS
Section 1 - General Powers.
The business and affairs of the Corporation shall be managed by its Board of
Directors.
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Section 2 - Number, Tenure and Qualifications.
The number of directors who shall constitute the whole Board of Directors
shall be the number fixed from time to time by the Board of Directors in
accordance with the Articles of Incorporation and shall in no event be less than
7 nor more than 11.
The directors shall be divided into three classes as nearly equal in number
as possible. At the 1986 annual meeting of shareholders the directors were so
divided, with the term of office of the first class to expire at the 1987 annual
meeting of shareholders, the term of office of the second class to expire at the
1988 annual meeting of shareholders and the third class to expire at the 1989
annual meeting of shareholders. At each annual meeting of shareholders,
directors elected to succeed those whose terms expire shall be elected for a
term of office expiring at the third succeeding annual meeting of shareholders
after their election and until their successors shall be elected and shall
qualify. Directors need not be residents of the State of Wisconsin or
shareholders of the Corporation.
An individual that is 70 years of age or older shall not be eligible for
nomination as a Director of the Corporation; provided, however, that an
individual who is an incumbent Director shall be eligible for nomination as a
Director of the Corporation for one additional term after he/she has attained
the age of 70.
Section 3 - Regular Meetings.
A regular meeting of the Board of Directors shall be held without other
notice than this by-law immediately after, and at the same place as, the annual
meeting of shareholders, and each adjourned session thereof. The Board of
Directors may provide by resolution, the time and place, either within or
without the State of Wisconsin, for the holding of additional regular meetings
without other notice than such resolution.
Section 4 - Special Meetings.
Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board, Secretary or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them.
Section 5 - Notice.
Notice of any special meeting shall be given at least 48 hours previously
thereto by written notice delivered personally or mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If Notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Whenever
any notice whatever is required to be given to any director of the Corporation
under the provisions of
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these by-laws or under the provisions of the articles of incorporation or under
the provisions of any statute, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section 6 - Quorum.
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 7 - Resignations.
Any Director, member of a committee or other Officer may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein and if no time is specified, at the time of its receipt by the
Chairman of the Board or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.
Section 8 - Newly-Created Directorships and Vacancies.
Newly-created directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause shall be filled by a majority vote of the directors then in office, though
less than a quorum. Directors so chosen shall hold office for a term expiring
at the annual meeting of shareholders at which the term of the class to which
they have been elected expires and until their successors shall be elected and
shall qualify. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Section 9 - Removal.
Any director, or the entire Board of Directors, may be removed from office
at any time, but only for cause and only by the affirmative vote of the holders
of 66-2/3% of the voting power of all the shares of the Corporation entitled to
vote for the election of directors.
Section 10 - Compensation.
The Board of Directors, by affirmative vote of a majority of the Directors
then in office, and irrespective of any personal interest of any of its members
may establish reasonable
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compensation of all Directors for services to the Corporation as Directors,
Officers or otherwise, or may delegate such authority to an appropriate
committee.
Section 11 - Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of
Directors or a committee thereof at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 12 - Committees.
The Board of Directors by resolution adopted by the affirmative vote of a
majority of the number of directors fixed by Section 2 of this Article III may
designate one or more committees, each committee to consist of three or more
directors elected by the Board of Directors, which to the extent provided in
said resolution, as initially adopted, and as thereafter supplemented or amended
by further resolution adopted by a like vote, shall have and may exercise, when
the Board of Directors is not in session, the powers of the Board of Directors
in the management of the business and affairs of the Corporation, except action
in respect to dividends to shareholders, election of Officers or the filling of
vacancies in the Board of Directors or committee created pursuant to this
section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the Chairman
of the Board or upon request by the President or upon request by the chairman of
such meeting. Each such committee shall fix its own rules governing the conduct
of its activities and shall make such reports to the Board of Directors of its
activities as the Board of Directors may request.
Section 13 - Informal Action by Directors.
Any action required to be taken at a meeting of the Board of Directors or
any committee thereof, or any other action which may be taken at a meeting of
the Board of Directors or any committee thereof, may be taken without a meeting
if a consent in writing setting forth the action so taken shall be signed by all
of the directors or members of such committee, as the case may be, entitled to
vote with respect to the subject matter thereof.
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ARTICLE IV
OFFICERS
Section 1 - Number.
The principal Officers of the Corporation shall be a Chairman of the Board,
a President, a Chief Executive Officer, one or more Vice Presidents, a
Controller, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other Officers and assistant Officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or
more offices may be held by the same person. In its discretion, the Board of
Directors may choose not to fill any office for any period as it may deem
advisable.
Section 2 - Election and Term of Office.
The Officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the last meeting of the
Board of Directors held prior to the Annual Meeting of the Shareholders or at
the first meeting of the Board of Directors held after the Annual Meeting of
the Shareholders. If the election of Officers shall not be held at either of
such meetings, such election shall be held as soon thereafter as conveniently
may be. Each Officer shall hold office until a successor shall have been duly
elected and shall have qualified or until such Officers' death or until such
Officer shall resign or shall have been removed in the manner hereinafter
provided.
Section 3 - Removal, Suspension.
Any Officer or Agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment shall not of itself create contract rights. The Chief Executive
Officer may suspend at any time any Officer other than the Chairman of the
Board. The Board of Directors will determine at the next regular Board meeting
following a suspension, whether the suspension should result in the removal of
the Officer.
Section 4 - Vacancies.
A vacancy in any principal office because of death, resignation, removal,
disqualification or otherwise, shall be filled by the Board of Directors for the
unexpired portion of the term.
Section 5 - Chairman of the Board.
The Chairman of the Board shall be selected from the persons who are members
of the Board during the term to be served by the Chairman. The Chairman shall
preside at all meetings of the Board at which the Chairman is present. The
Chairman shall also preside at the Annual Meeting of Shareholders. The Chairman
shall also have such other authority and responsibility as
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shall be delegated to the Chairman from time to time by the Board. The Chairman
may but need not be an employee of the Corporation. The Chairman may sign with
the Secretary or an Assistant Secretary certificates for shares of the
Corporation.
Section 6 - The President.
The President shall preside at meetings of the Board or at Annual Meetings
of Shareholders from which the Chairman shall be absent. The President shall
have such other authority and responsibilities as shall be delegated to the
President from time to time by the Board or as may otherwise be assigned in
accordance with these By-Laws. The President may sign with the Secretary or an
Assistant Secretary certificates for shares of the Corporation.
Section 7 - Chief Executive Officer.
The Chief Executive Officer shall have the general executive responsibility
for the conduct of the business and affairs of the Corporation and shall be the
Corporation's chief policy making officer. He or she shall have all other
authority and responsibility usually incident to the office of chief executive
officer. The Chief Executive Officer shall have control over the Corporation's
Officers, other employees and agents and shall have the right to delegate or
assign such authority and responsibility (including reporting responsibility) to
any other Officer or employee of the Corporation (including the right to make
further delegations and assignments) provided that no such delegation or
assignment may be made which is contrary to an express directive in these By-
Laws or in any action by the Board of Directors. The Chief Executive Officer may
sign with the Secretary or any Assistant Secretary for shares of the
Corporation.
Section 8 - The Vice President.
Each Vice President shall have such authority and responsibility as shall
be delegated by these By-Laws, by the Board of Directors, by the Chief Executive
Officer, or by any other Officer to whom the Vice President reports. The Board
shall have the authority to add designations to any vice presidential position
to indicate the rank, function or other characteristic of that position, such as
"Executive Vice President", "Senior Vice President" or "Vice President Technical
Services".
Section 9 - The Secretary.
The Secretary shall: (a) keep the minutes of the shareholders' and of the
Board of Directors' meetings in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all documents the execution of which on behalf of the Corporation under its
seal is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the Chairman of the Board, the Chief Executive Officer, or the
President, or a Vice-President certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
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Directors; (f) have general charge of the stock transfer books of the
Corporation and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to the
Secretary by the Chairman of the Board, the Chief Executive Officer, or
President or by the Board of Directors.
Section 10 - The Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of the duties in such sum and with such surety or
sureties as the Board of Directors shall determine. The Treasurer shall: (a)
have charge and custody of and be responsible for all funds and securities of
the Corporation; receive and give receipts for money due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article V of these By-Laws; and
(b) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to the Treasurer by the
President, Chief Executive Officer, Chairman of the Board, or by the Board of
Directors.
Section 11 - Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the Chairman of the Board, the Chief Executive Officer, or the
President, or a Vice President certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the Chairman of the Board, Chief Executive Officer, President or the Board of
Directors.
Section 12 - Compensation.
The compensation of the Officers shall be fixed from time to time by the
Board of Directors and no Officer shall be prevented from receiving such
compensation by reason of the fact that he or she is also a Director of the
Corporation.
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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1 - Contracts.
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authorization may be general
or confined to specific instances.
Section 2 - Loans.
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by or under the
authority of a resolution of the Board of Directors. Such authorization may be
general or confined to specific instances.
Section 3 - Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be signed
by such Officer or Officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by or under the authority of
resolution of the Board of Directors.
Section 4 - Deposits.
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as may be selected by or under the authority of the Board of
Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1 - Certificates for Shares.
Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Such certificates shall be
signed by the Chairman of the Board or President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for like number of shares shall have been surrendered and canceled, except that
in case of a lost, destroyed or mutilated certificate, a new one may be
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issued therefore upon such terms and indemnity to the Corporation as the Board
of Directors may prescribe.
Section 2 - Transfer of Shares.
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificates for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
Section 3 - Stock Regulations.
The Board of Directors shall have the power and authority to make all such
further rules and regulations not inconsistent with the statutes of the State of
Wisconsin as they may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be a fifty-two (52) or fifty-three
(53) week period beginning on the Sunday closest to the 31st day of December and
ending on the Saturday closest to the 31st day of the following December of each
year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1 - Certain Definitions.
All capitalized terms used in this Article and not otherwise hereinafter
defined in this Section 1 shall have the meaning set forth in Section 180.042
of the Statute. The following capitalized terms (including any plural forms
thereof) used in this Article shall be defined as follows:
(a) "Affiliate" shall mean any person that directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common
control with, the Corporation, which term shall include any corporation,
partnership, joint venture, employee benefit plan, trust or other
enterprise.
(b) "Authority" shall mean the entity selected by the Director or Officer to
determine his or her right to indemnification pursuant to Section 5 of this
Article.
(c) "Board" shall mean all persons then elected and serving on the Board of
Directors of the Corporation, including all members thereof who are Parties
to the subject Proceeding or any related Proceeding.
(d) "Breach of Duty" shall mean a breach or failure to perform a duty owed by a
Director or Officer to the Corporation which breach or failure is
determined, in accordance with Section 5(b) of this Article, to constitute
any of the items enumerated under Sections 180.044(2)(a) 1, 2, 3 or 4 of
the Statute.
(e) "Corporation" as defined in the Statute and as incorporated by reference
into the definitions of certain capitalized terms used herein, shall mean
this Corporation.
(f) "Director or Officer" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article, it shall be conclusively
presumed that any Director or Officer serving as a director, officer,
partner, trustee, member of any governing or decision-making committee,
employee or agent of an Affiliate shall be so serving at the request of
the Corporation.
(g) "Disinterested Committee" shall mean a committee duly appointed by the
Board and consisting solely of two or more Directors not at the time
Parties to the subject Proceeding or any related Proceeding.
(h) "Disinterested Quorum" shall mean a quorum of the Board consisting of
Directors who are not at the time Parties to the subject Proceeding or
any related Proceeding.
15
<PAGE>
May 12, 1995 Sec'y Init. . . . . . .
(i) "Proceeding" shall have the meaning set forth in the Statute and, for
purposes of this Article, "Proceeding" shall also include (i) any appeal
therefrom; (ii) all Proceedings brought under (in whole or in part) the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, their respective state counterparts, and/or any rule or regulation
promulgated under any of the foregoing; and (iii) all Proceedings brought
before an Authority or otherwise to enforce rights hereunder.
(j) "Statute" shall mean Sections 180.042 through 180.059, inclusive, of the
Wisconsin Business Corporation Law including any amendments thereto, as the
same shall then be in effect.
Section 2 - Right to Indemnification.
Each person who was or is made a Party or is threatened to be made a Party
to or is involved in or called as a witness in any Proceeding by reason of the
fact that he or she, or a person of who he or she is the legal representative,
is, was or had agreed to become a Director or Officer of the Corporation or a
director or officer of an Affiliate (who is not otherwise serving as a Director
or Officer) shall be indemnified and held harmless by the Corporation to the
fullest extent permitted under the Statute, as the same now exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than the Statute permitted the Corporation to provide prior to such
amendment) against all Expenses and Liabilities incurred or suffered by such
person in connection therewith; provided, that except with respect to a
Proceeding brought before an Authority or otherwise to enforce rights hereunder,
the Corporation shall indemnify any such person seeking indemnity in connection
with a Proceeding (or part thereof) initiated by such person only if such
Proceeding (or part thereof) was authorized by the Board.
Section 3 - Expense.
The Corporation shall pay or reimburse, within ten days after the receipt
of a written request therefore, the reasonable Expenses of any person referred
to in Section 2 of this Article as such Expenses are incurred; provided, such
person furnishes to the Corporation (i) an executed written certificate
affirming his or her good faith belief that he or she has not engaged in a
Breach of Duty, and (ii) an unsecured written undertaking ("Undertaking"),
executed personally or on his or her behalf, to repay any allowances made under
this Section 3 if it is ultimately determined by an Authority that such person
is not entitled to be indemnified by the Corporation for such Expenses;
provided, further, that in connection with a Proceeding (or part thereof)
initiated by any such person, except with respect to a Proceeding brought before
an Authority or otherwise to enforce rights hereunder, the Corporation shall pay
such Expenses as incurred only if such Proceeding (or part thereof) was
authorized by the Board. The Undertaking shall also provide that the person to
whom an allowance was paid pursuant to this Section 3 shall not be obligated to
repay the Corporation during the pendency of any Proceeding before an Authority,
and that if the Authority shall ultimately determine that such person is not
entitled to indemnification for such Expenses, such person shall not be required
to pay interest on such allowance. The Board shall not require, and shall
accept the Undertaking without any showing of the claimant's ability to repay
the allowance.
16
<PAGE>
May 12, 1995 Sec'y Init. . . . . . .
Section 4 - Procedural Requirements.
(a) Each person who seeks indemnification under Section 2 of this Article shall
make a written request therefore to the Corporation. The Board shall act on
such request at its next meeting held no less than two days, but no more
than sixty days, after the receipt of such request. Such action shall be
taken by a Disinterested Quorum or, if a Disinterested Quorum cannot be
obtained, by a Disinterested Committee, which shall determine whether the
claimant's conduct constituted a Breach of Duty. If such determination is
favorable to the claimant, the Corporation shall pay or reimburse such
claimant for the entire amount of requested Liabilities incurred by such
claimant in connection with the subject Proceeding (net of any Expenses
previously advanced pursuant to Section 3). If such determination is not
favorable to the claimant or if a Disinterested Committee cannot be
obtained, the Board by resolution shall authorize an Authority, as provided
in Section 5 of this Article, to determine whether the claimant's conduct
constituted a Breach of Duty and, therefore, whether indemnification is
required hereunder. The determination by an Authority that indemnification
is required hereunder shall be binding upon the Corporation regardless of
any prior determination that the claimant engaged in a Breach of Duty.
(b) If the Board does not authorize an Authority to determine the claimant's
right to indemnification hereunder, and indemnification of the requested
amount of Liabilities is paid by the Corporation, it shall be conclusively
presumed that a Disinterested Quorum has determined that the claimant did
not engage in misconduct constituting a Breach of Duty.
Section 5 - Determination of Indemnification.
(a) If the Board authorizes an Authority to determine a claimant's right to
indemnification pursuant to Section 4 of this Article, then the claimant
shall have the absolute discretionary authority to select one of the
following as such Authority:
(i) An independent legal counsel; provided, that such counsel shall be
mutually selected by such claimant and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained,
then by a majority vote of a Disinterested Committee or, if a
Disinterested Committee cannot be obtained, then by a majority vote of
the Board;
(ii) A panel of three arbitrators selected from the panels of arbitrators
of the American Arbitration Association in Chicago, Illinois;
provided, that (A) one arbitrator shall be selected by such claimant,
the second arbitrator shall be selected by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained,
then by a majority vote of a Disinterested Committee or, if a
Disinterested Committee cannot be obtained, then by a majority vote of
the Board, and the third arbitrator shall be selected by the two
previously selected arbitrators; and (B) in all other respects such
panel shall be governed by the American Arbitration Association's then
existing Commercial Arbitration Rules; or
17
<PAGE>
May 12, 1995 Sec'y Init. . . . . . .
(iii) A court pursuant to and in accordance with Section 180.051 of the
Statute.
(b) In any such determination by the selected Authority there shall exist a
rebuttable presumption that the claimant's conduct did not constitute a
Breach of Duty and that indemnification against the requested amount of
Liabilities is required. The burden of rebutting such a presumption by
clear and convincing evidence shall be on the Corporation or such other
party asserting that such indemnification should not be allowed.
(c) The Authority shall make its determination as soon as practicable (but in
any event within sixty days of being selected) and shall submit a written
opinion of its conclusion simultaneously to both the Corporation and the
claimant.
(d) If the Authority determines that indemnification is required hereunder, the
Corporation shall pay the entire requested amount of Liabilities (net of
any Expenses previously advanced pursuant to Section 3), including interest
thereon at a reasonable rate, as determined by the Authority, within ten
days of receipt of the Authority's opinion; provided, that, if it is
determined by the Authority that a claimant is entitled to indemnification
as to some claims, issues or matters, but not as to other claims, issues or
matters involved in the subject Proceeding, the Corporation shall be
required to pay (as set forth above) only the amount of such requested
Liabilities as the Authority shall deem appropriate in light of all of the
circumstances of such Proceeding.
(e) All expenses incurred in the determination process under this Section 5 by
either the Corporation or the claimant, including, without limitation, all
Expenses of the selected Authority, shall be paid by the Corporation.
Section 6 - Employees and Agents.
The Board may, in its sole and absolute discretion as it deems appropriate,
pursuant to a majority vote thereof, indemnify against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or agent
of the Corporation who is not otherwise a Director or Officer.
Section 7 - Insurance.
The Corporation may purchase and maintain, at its expense, insurance on
behalf of a Director or Officer or any individual who is or was an employee or
agent of the Corporation against any Liability asserted against or incurred by
such individual in his or her capacity as such or arising from his or her status
as such, regardless of whether the Corporation is required or permitted to
indemnify or allow Expenses to such individual against any such Liability under
the Statute or this Article.
18
<PAGE>
May 12, 1995 Sec'y Init. . . . . . .
Section 8 - Non-Exclusivity of Rights.
The rights conferred on any person by this Article shall not be deemed
exclusive of any other rights to indemnification or advancement of Expenses
which such person may be entitled to under any written agreement, Board
resolution, vote of shareholders of the Corporation or otherwise, including,
without limitation, under the Statute. Nothing contained in this Article shall
be deemed to limit the Corporation's obligations to indemnify any person under
the Statute.
Section 9 - Contractual Nature.
The provisions of this Article shall be applicable to all Proceedings
commenced after its adoption, whether such arise out of events, acts or
omissions which occurred prior or subsequent to such adoption, and shall
continue as to a person who has ceased to be a Director or Officer and shall
inure to the benefit of the heirs, executors and administrators of such person.
This Article shall be deemed to be a contract between the Corporation and each
person who, at any time that this Article is in effect, serves or agrees to
serve in any capacity which entitles him to indemnification hereunder and any
repeal or other modification of this Article or any repeal or modification of
the Statute or any other applicable law shall not limit any rights of
indemnification then existing or arising out of events, acts or omissions
occurring prior to such repeal or modification, including, without limitation,
the right to indemnification for Proceedings commenced after such repeal or
modification to enforce this Article with regard to acts, omissions or events
arising prior to such repeal or modification.
Section 10 - Severability.
If any provision of this Article shall be deemed invalid or inoperative, or
if a court of competent jurisdiction determines that any of the provisions of
this Article contravene public policy, this Article shall be construed so that
the remaining provisions shall not be affected, but shall remain in full force
and effect, and any such provisions which are invalid or inoperative or which
contravene public policy shall be deemed, without further action or deed by or
on behalf of the Corporation, to be modified, amended and/or limited, but only
to the extent necessary to render the same valid and enforceable.
Section 11 - Continuation of Obligations; Amendment.
The obligations of the Corporation to indemnify any person or to advance
Expenses thereto under this Article shall continue as to the successors and
assigns of the Corporation and such obligations may only be limited by the
affirmative vote of two-thirds of the shareholders of the Corporation so
entitled to vote; provided, that any such limitation shall only apply to alleged
acts of any person for which indemnification is sought hereunder which occur
after such limitation is adopted.
19
<PAGE>
May 12, 1995 Sec'y Init. . . . . . .
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Wisconsin".
ARTICLE XI
AMENDMENTS
Section 1 - Board of Directors.
The By-Laws of this Corporation may be made, altered, amended or repealed
by the affirmative vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors or at any special meeting of the Board of
Directors if notice of the proposed making, alteration, amendment or repeal to
be made is contained in the notice of such special meeting; provided, however,
that no By-Law shall be made, altered, amended or repealed so as to make such
By-Law inconsistent with or violative of any provision of the Articles of
Incorporation; provided further, however, that no By-Law adopted by shareholders
pursuant to Section 2 of this Article XI may be altered, amended or repealed by
the Board of Directors unless such By-Law confers such authority upon the Board
of Directors.
Section 2 - Shareholders.
The By-Laws of this Corporation may be made, altered, amended, or repealed
by the affirmative vote of a majority of the shareholders at a meeting conducted
in accordance with Article II, if notice of the proposed making, alteration,
amendment or repeal is contained in the notice of such meeting; provided,
however, that no By-Law shall be made, altered, amended or repealed so as to
make such By-Law inconsistent with or violative of any provision of the Articles
of Incorporation.
bylaws
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the Corporation's Consolidated Balance Sheet and Consolidated Statement of
Earnings and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-09-1995
<CASH> 37,611
<SECURITIES> 0
<RECEIVABLES> 111,018
<ALLOWANCES> 9,353
<INVENTORY> 35,475
<CURRENT-ASSETS> 217,878
<PP&E> 831,883
<DEPRECIATION> 303,582
<TOTAL-ASSETS> 1,058,694
<CURRENT-LIABILITIES> 175,472
<BONDS> 298,492
<COMMON> 5,787
0
0
<OTHER-SE> 415,519
<TOTAL-LIABILITY-AND-EQUITY> 1,058,694
<SALES> 0
<TOTAL-REVENUES> 595,280
<CGS> 0
<TOTAL-COSTS> 436,642
<OTHER-EXPENSES> 85,980
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,058
<INCOME-PRETAX> 59,256
<INCOME-TAX> 23,928
<INCOME-CONTINUING> 35,328
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,328
<EPS-PRIMARY> .61
<EPS-DILUTED> 0
</TABLE>
<PAGE>
EXHIBIT 99.1
[Safety Kleen News Letterhead]
FOR RELEASE: IMMEDIATELY CONTACT: ROBERT W. WILLMSCHEN
(708) 468-2002
LAURENCE M. RUDNICK
(708) 468-2408
SAFETY-KLEEN REPORTS THIRD INTERIM PERIOD REVENUE GAIN OF 8%, EARNINGS PER
- --------------------------------------------------------------------------
SHARE DECLINE OF 10%
- -------------------
ELGIN, IL, September 28, 1995 -- John G. Johnson, Jr., President and Chief
Executive Officer of Safety-Kleen Corp., announced today that revenue for the
Company's third interim reporting period increased 8% to $198 million. Net
earnings decreased 9% to $11.1 million. Earnings per share were $.19, compared
to $.21 in 1994. Year-to-date revenue increased 10% to $595 million and net
earnings increased 6% to $35.3 million. Year-to-date earnings per share were
$.61 compared to $.58 in 1994.
Mr. Johnson said, "As we previously announced at the end of August, our
operating results this quarter were adversely affected by high waste processing
and disposal costs, including the costs for disposal of waste-derived fuels. In
the second interim period of 1995, the Company completed negotiations and
extended its long-term exclusive supply arrangements with two cement plants and
entered into arrangements to manage the waste-derived fuels programs at two
additional plants. The Company's cost per gallon for disposal of waste-derived
fuel under the new agreements is higher than its historical cost per gallon. In
addition, three of these plants were unable to burn normal volumes of waste-
derived fuel during the third interim period due to unscheduled fuel burning
outages. The total impact of the new agreements and the unscheduled fuel burning
outages reduced third quarter net earnings by an estimated $1 million."
Revenue of the Company's North American Automotive/Retail Repair Service was up
1% in the current quarter and revenue of the North American Industrial Parts
Cleaner Service was up 7%. Total parts cleaner units in service worldwide
increased approximately 33,000 units, or 6%, from the end of the third quarter
1994. Approximately 9,000 of these units resulted from acquisitions.
Johnson said, "Revenue of our Industrial Fluid Recovery Service in North America
increased 10% over last year to $28.2 million in the current quarter. We
continue to place increased emphasis on the Industrial market and believe that
it offers considerable growth opportunities for the Company. Over the past year,
we have increased the number
[RECYCLING LOGO] Printed on recycled paper.
<PAGE>
[Safety-Kleen LOGO]
of Branch Industrial Managers selling to this market by over 40%. While revenue
growth in the current quarter was less than the 15% growth rate experienced in
the second quarter, we anticipate improved growth in this line of business."
"Our Oil Recovery Service revenue grew 10% in the current quarter to $30.3
million. This business earned $1.6 million in the current quarter, up from $.9
million last year. The improved profitability stems largely from increased
prices for collection of used oil and increased prices for lubricating oil
products. Revenue of our European operations grew 15% to $22.5 million, with
approximately 40% of the growth resulting from changes in currency translation
rates."
Johnson added, "We continue to work on expanding our new Imaging Services
business, including integration of the acquisitions made in late 1994 and early
1995. Year-to-date, we have incurred startup losses of almost $2.4 million pre-
tax, including approximately $1 million in the current quarter. While this
business has been slower to develop than anticipated, we believe that it offers
good long-term potential for the Company."
Johnson concluded, "We expect revenues to continue to grow and we are addressing
the plant cost issues that lowered operating margins in the current quarter.
While unscheduled fuel burning outages at cement kilns are unpredictable, we
would expect an improvement in operating costs for these plants in the near
future. In addition, we have projects underway to reduce plant operating costs
over time, although not all of those issues will be resolved in the fourth
quarter."
Safety-Kleen Corp. is the world's largest recycler of automotive and industrial
hazardous and non-hazardous fluids. Safety-Kleen's common stock is traded on the
New York Stock Exchange under the trading symbol SK.
# # #
<PAGE>
[Safety-Kleen LOGO]
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF EARNINGS
(thousands, except per share amounts)
--------------------------------------------------------------------------
TWELVE THIRTY-SIX
WEEKS ENDED WEEKS ENDED
--------------------------------------------------------------------------
Sept. 9, 1995 Sept. 10, 1994 Sept. 9, 1995 Sept. 10, 1994
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
North America
Automotive/Retail Repair Services $54,415 $53,796 $166,354 $164,331
--------------------------------------------------------------------------
Industrial Services
Parts Cleaner 27,644 25,825 81,809 78,110
Fluid Recovery 28,211 25,700 84,576 73,711
--------------------------------------------------------------------------
Total Industrial 55,855 51,525 166,385 151,821
Oil Recovery Services 30,263 27,535 88,234 79,585
Other 34,450 29,726 105,999 88,536
--------------------------------------------------------------------------
Total North America 174,983 162,582 526,972 484,273
Europe 22,546 19,567 68,308 58,022
--------------------------------------------------------------------------
Consolidated Revenue 197,529 182,149 595,280 542,295
Operating costs and expenses 145,239 133,505 436,642 399,271
Selling and administrative expenses 29,087 24,634 85,980 76,606
--------------------------------------------------------------------------
Operating income 23,203 24,010 72,658 66,418
Interest income 171 133 656 390
Interest expense (4,671) (3,657) (14,058) (9,879)
--------------------------------------------------------------------------
Earnings before income taxes 18,703 20,486 59,256 56,929
Income taxes 7,577 8,274 23,928 23,544
--------------------------------------------------------------------------
Net earnings $11,126 $12,212 $35,328 $33,385
==========================================================================
Earnings per common and common
equivalent share $0.19 $0.21 $0.61 $0.58
==========================================================================
Average number of common and common
equivalent shares outstanding 57,849 57,847 57,854 57,738
==========================================================================
Cash dividends per common share $0.09 $0.09 $0.27 $0.27
==========================================================================
</TABLE>
- ---------------------------------
1. 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.
<PAGE>
[Safety-Kleen LOGO]
<TABLE>
<CAPTION>
SAFETY-KLEEN CORP.
Key Statistics
Thirty-Six Weeks Ended Sept. 9, 1995 and Sept. 10, 1994
--------------------------------------------------------------------------
Percent
1995 1994 Change Change
==========================================================================
<S> <C> <C> <C> <C>
Parts Cleaners In Service Qtr. End*
- -----------------------------------
Industrial 146,739 133,466 13,273 9.9%
All Other 466,512 446,578 19,934 4.5%
Total 613,251 580,044 33,207 5.7%
Average Service Interval in Weeks 8.69 7.42 1.27 17.1%
Oil Recovery Service
- --------------------
Used Oil/Glycol Gallons Collected
Quarter 29.8 Million 31.2 Million -1.4 Million -4.5%
Year-to-Date 90.9 Million 88.9 Million 2.0 Million 2.3%
Avg Price Per Used Oil/Glycol Gal.
Collected at Branches
Quarter $0.178 $0.143 $0.035 24.5%
Year-to-Date $0.165 $0.138 $0.027 19.6%
Avg. Base Oil Selling Price Per Gallon
Quarter $0.993 $0.945 $0.048 5.1%
Year-to-Date $0.995 $0.910 $0.085 9.3%
--------------------------------------------------------------------------
</TABLE>
* The number of Parts Cleaners in the all other category in 1995, include
approximately 9,000 machines added as a result of acquisitions.
