<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123
(847) 697-8460
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ROBERT W. WILLMSCHEN JR.
SENIOR VICE PRESIDENT FINANCE AND SECRETARY
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123
(847) 697-8460
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
HYMAN K. BIELSKY
SENIOR VICE PRESIDENT GENERAL COUNSEL
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123
(847) 697-8460
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [ ]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Common Stock, $0.10 par
value per share........... 275,862 shares $14.375 (1) $3,965,516 (1) $1,367
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices per
share of the Company's Common Stock on the New York Stock Exchange as
reported in the consolidated reporting system on May 13, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 17, 1996
PROSPECTUS
- ----------
275,862 Shares
SAFETY-KLEEN CORP.
Common Stock
____________________
The 275,862 shares (the "Shares") of Common Stock of Safety-Kleen Corp. (the
"Company") offered hereby are being sold by Industrial Service Corporation, a
Missouri corporation (the "Selling Stockholder"). The Company will not receive
any of the proceeds from the sale of the Shares by the Selling Stockholder.
The Company is obligated to deliver the Shares to the Selling Stockholder as
part of the consideration payable to the Selling Stockholder in exchange for the
sale by the Selling Stockholder to the Company of certain assets used in
connection with the business of the Selling Stockholder pursuant to an Asset
Purchase Agreement dated as of March 6, 1996 and amended as of April 26, 1996
(the "Purchase Agreement"). The Selling Stockholder has advised the Company that
it does not have any beneficial interest in any of the Company's Common Stock
other than the Shares covered by this Prospectus.
The Selling Stockholder has advised the Company that the Shares may be sold
by the Selling Stockholder in one or more transactions (which may involve one or
more block transactions) on the New York Stock Exchange, in sales occurring in
the public market off such Exchange, in separately negotiated transactions, or
in a combination of such transactions; that each sale may be made either at
market prices prevailing at the time of such sale or at negotiated prices; that
some or all of the Shares may be sold through brokers acting on behalf of the
Selling Stockholder or to dealers for resale by such dealers; and that in
connection with such sales such brokers and dealers may receive compensation in
the form of discounts or commissions from the Selling Stockholder and may
receive commissions from the purchasers of Shares for whom they act as broker or
agent (which discounts and commissions are not anticipated to exceed those
customary in the types of transactions involved). Any broker or dealer
participating in any such sale may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933 and will be required to deliver a copy of
this Prospectus to any person who purchases any of the Shares from or through
such broker or dealer. The Selling Stockholder has agreed with the Company not
to sell any Shares for a period of 180 days after the closing under the Purchase
Agreement and thereafter for a period ending March 6, 1997, shall not sell more
than 1,000 Shares per business day, provided that any deficiency in the Selling
Stockholder's sale of Shares per day compared to such maximum shall be carried
forward and provided further, that after March 6, 1997, the Selling Stockholder
shall not be restricted under the Purchase Agreement in selling any Shares.
The Company has agreed to pay the cost of the registration of the Shares and
the preparation of this Prospectus and the registration statement under which it
is filed and all other costs in connection with the sale of the Shares except
from brokerage commissions, compensation to dealers and similar expenses. The
expenses so payable by the Company are estimated to aggregate approximately
$15,000.
The Common Stock is listed on the New York Stock Exchange under the symbol
"SK." On May 13, 1996, the closing sale price of the Common Stock on the New
York Stock Exchange was $14.375 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May __, 1996.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES +
+ EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+ SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the Shares being offered pursuant to this Prospectus. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement and exhibits thereto. Statements contained herein
concerning any such document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by such
reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material also
may be obtained from the Commission at prescribed rates by addressing written
requests for such copies to the Public Reference Section of the Commission,
Washington, D.C. 20549. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference: (1) Annual Report on Form 10-K
for the fiscal year ended December 30, 1995; (2) Quarterly Report on Form 10-Q
for the fiscal quarter ended March 23, 1996 and (3) the description of Common
Stock contained in the Company's registration statement filed pursuant to the
Exchange Act, and any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the sale of the Shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents with the Commission. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed to
the attention of the Secretary of the Company at the Company's principal
executive offices, which are located at 1000 North Randall Road, Elgin, Illinois
60123, telephone (847) 697-8460.
No person is authorized to give any information or make any representation
not contained in this Prospectus and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
purchase the Shares offered by this Prospectus in any jurisdiction where, or
from any person to whom, it is unlawful to make such offer or solicitation of an
offer. Neither the delivery of this Prospectus nor any distribution of the
Shares offered pursuant to this Prospectus shall create an implication that
there have been no changes in the affairs of the Company since the date of this
Prospectus or that the information in this Prospectus or in the documents
incorporated by reference herein is correct as of any time subsequent to the
dates hereof or thereof.
2
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions), all of which are being paid by the registrant:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee.. $ 1,367
NYSE Listing Fees.................................... 1,500
Accounting Fees and Expenses......................... 2,500
Legal Fees and Expenses.............................. 7,500
Miscellaneous Expenses............................... 2,133
-------
Total............................................... $15,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain portions of the Wisconsin Business Corporation Law permit, and
Article IX of the Company's By-Laws contains provisions for, the indemnification
of each director and officer of the Company and its subsidiaries, subject to
certain conditions, against liabilities and expenses incurred by such director
or officer in connection with litigation in which he may be involved as such
director or officer including any liabilities which may arise under the
Securities Act of 1933. In addition, the Company's directors and officers are
insured under a directors and officers liability insurance policy maintained by
the Company.
ITEM 16. EXHIBITS.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes (i) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement, (ii)
that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof and (iii) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question
II-1
<PAGE>
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Elgin, State of Illinois on May 17, 1996.
SAFETY-KLEEN CORP.
By: /s/ Robert W. Willmschen Jr.
--------------------------------------
Robert W. Willmschen Jr.
Senior Vice President Finance
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John G. Johnson Jr. and Robert W. Willmschen Jr.,
and each of them, as true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed on May 17, 1996,
by the following persons in the capacities indicated:
Signature Capacity
--------- --------
/s/ Donald W. Brinckman Chairman of the Board
- ------------------------------
Donald W. Brinckman
/s/ John G. Johnson Jr. President, Chief Executive Officer and
- ------------------------------ Director (principal executive officer)
John G. Johnson Jr.
/s/ Robert W. Willmschen Jr. Senior Vice President Finance and Secretary
- ------------------------------ (principal financial officer)
Robert W. Willmschen Jr.
/s/ Clifford J. Schulz Controller (chief accounting officer)
- ------------------------------
Clifford J. Schulz
II-3
<PAGE>
/s/ Richard T. Farmer Director
- ------------------------------
Richard T. Farmer
/s/ Russell A. Gwillim Director
- ------------------------------
Russell A. Gwillim
/s/ Edgar D. Jannotta Director
- ------------------------------
Edgar D. Jannotta
/s/ Karl G. Otzen Director
- ------------------------------
Karl G. Otzen
/s/ Paul D. Schrage Director
- ------------------------------
Paul D. Schrage
/s/ Marcia Williams Director
- ------------------------------
Marcia Williams
/s/ W. Gordon Wood Director
- ------------------------------
W. Gordon Wood
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December
28, 1991)
4.2 Bylaws of the Company (incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
twelve weeks ended September 9, 1995)
4.3 Form of certificate representing shares of Common
Stock
5.1 Opinion of Hyman K. Bielsky, Senior Vice President and
General Counsel of the Company
23.1 Consent of Hyman K. Bielsky (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page)
<PAGE>
Exhibit 4.3
[Number] [Shares]
COMMON STOCK COMMON STOCK
PAR VALUE OF $.10 PAR VALUE OF $.10
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN
OF WISCONSIN CHICAGO OR NEW YORK
SAFETY-KLEEN CORP.
THIS CERTIFIES THAT CUSIP 786484 10 5
SEE REVERSE FOR CERTAIN DEFINITIONS
IS THE OWNER OF
FULL PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
SAFETY-KLEEN CORP. transferable on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly Authorized officers and sealed with the seal of the
Corporation.
[SAFETY-KLEEN CORP. SEAL OF WISCONSIN] [SAFETY-KLEEN LOGO]
DATED
/s/ Robert W. Willmschen /s/ Donald Brinckman
SECRETARY CHAIRMAN
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK, TRANSFER AGENT AND REGISTRAR.
BY
AUTHORIZED SIGNATURE
<PAGE>
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Safety-Kleen Corp. (the "Company")
and The First National Bank of Chicago, dated as of November 9, 1988, as amended
(the "Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
the Company. Under certain circumstances, as set forth in the Rights Agreement,
such rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to or held by a Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement) whether currently held by or on behalf of such
Person or by any subsequent holder, shall become null and void.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT-- ____________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________
| |
| |
|__________________________________| ___________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE.
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint ________________________________________________________________________
________________________________________________________________________________
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated, _____________________
______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
<PAGE>
Exhibit 5.1
[Safety-Kleen Letterhead]
May 17, 1996
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies/Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 to be filed with the Securities and Exchange Commission on
May 17, 1996 relating to the registration of shares of common stock, $.10 par
value per share, of Safety-Kleen Corp. (the "Company") for sales which may be
made by a certain shareholder of the Company (the "Registered Shares").
It is my opinion that the Registered Shares will when issued by the Company
as contemplated in the Registration Statement be fully paid and nonassessable,
except as provided in Section 180.0622 of the Wisconsin Business Corporation
Law, which provides "[t]he shareholders of every corporation . . . are
personally liable to an amount equal to the par value of shares owned by them
respectively . . . for all debts owing to employees of the corporation for
services performed for such corporation, but not exceeding 6 months' service in
any one case."
I hereby consent to the inclusion of this opinion in the registration
statement.
Very truly yours,
/s/ Hyman K. Bielsky
Hyman K. Bielsky
Senior Vice President, General Counsel
HKB: br
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our reports dated
February 5, 1996 included or incorporated by reference in Safety-Kleen Corp.'s
Form 10-K for the year ended December 30, 1995 and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
May 17, 1996
