==============================================================================
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 twenty-four weeks ended June 14, 1997.
___ 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 (I.R.S. Employer Identification
of incorporation or No.)
organization)
One Brinckman Way, Elgin, Illinois 60123-7857
- ------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code 847/697-8460
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
Shares of common stock outstanding at June 14, 1997 were 58,273,410.
1
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
PART I. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 28,
1996. In the opinion of management, these statements contain all adjustments,
consisting of only normal recurring adjustments, necessary to present fairly the
financial position as of June 14, 1997 and December 28, 1996, results of
operations for the twelve and twenty-four week periods ended June 14, 1997 and
June 15, 1996 and cash flows for the twenty-four week periods ended June 14,
1997 and June 15, 1996. The 1997 interim results reported herein may not
necessarily be indicative of the results of operations for the full year 1997.
2
<PAGE>
<TABLE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts are in thousands except per share data)
<CAPTION>
ASSETS
JUNE 14, 1997 DECEMBER 28, 1996
Current assets:
<S> <C> <C>
Cash and cash equivalents ............................. $ 14,811 $ 10,648
Trade accounts receivable, less
allowances of $7,922 and $8,416, respectively.......... 135,697 132,436
Inventories ........................................... 50,645 49,971
Deferred tax assets ................................... 12,944 11,973
Prepaid expenses and other ............................ 26,242 25,105
---------- ----------
Total current assets ............................... 240,339 230,133
Equipment at customers and components, at cost, less
accumulated depreciation of
$45,072 and $45,811, respectively ..................... 124,529 124,491
Property, plant and equipment, at cost, less accumulated
depreciation of $365,472 and $349,921, respectively.... 510,338 522,336
Intangible assets, at cost, less
accumulated amortization of ........................... 137,844 137,209
$84,342 and $77,106, respectively
Other assets ............................................. 31,038 30,654
---------- ----------
$1,044,088 $1,044,823
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Dividends payable .................................... $ 5,247 $ --
Trade accounts payable ............................... 70,090 69,684
Accrued salaries, wages and
employee benefits .................................. 24,560 25,510
Other accrued expenses ............................... 25,361 29,237
Insurance reserves ................................... 13,619 13,621
Accrued environmental liabilities .................... 8,916 8,941
Income taxes payable ................................. 14,367 10,800
----------- -----------
Total current liabilities ......................... 162,160 157,793
----------- -----------
Long-term debt .......................................... 261,759 276,954
----------- -----------
Deferred tax liability .................................. 56,226 49,849
----------- -----------
Accrued environmental liabilities ....................... 36,984 40,260
----------- -----------
Other liabilities ....................................... 39,787 39,677
----------- -----------
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 58,273,410
and 58,246,939 shares, respectively).................. 5,827 5,825
Additional paid-in capital ........................... 193,129 192,755
Retained earnings .................................... 310,878 296,225
Cumulative translation adjustments ................... (22,662) (14,515)
----------- -----------
487,172 480,290
----------- -----------
$ 1,044,088 $ 1,044,823
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollar amounts are in thousands except per share data)
<CAPTION>
Twelve Weeks Ended Twenty-four Weeks Ended
----------------------- -----------------------
June 14, June 15, June 14, June 15,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue .................... $ 229,928 $ 211,355 $ 450,158 $ 413,078
--------- --------- --------- ---------
Costs and expenses:
Operating costs and
expenses ................ 171,707 154,788 335,791 300,611
Selling and administrative
expenses ................ 32,730 30,099 65,305 59,827
Interest income ......... (303) (252) (530) (432)
Interest expense ........ 4,294 4,446 8,655 8,710
--------- --------- --------- ---------
208,428 189,081 409,221 368,716
--------- --------- --------- ---------
Earnings before income taxes 21,500 22,274 40,937 44,362
Income taxes ............... 8,159 8,670 15,758 17,681
--------- --------- --------- ---------
Net earnings ............... $ 13,341 $ 13,604 $ 25,179 $ 26,681
========= ========= ========= =========
Earnings per common and
common equivalent share:.. $ 0.23 $ 0.23 $ 0.43 $ 0.46
========= ========= ========= =========
Average number of common and
common equivalent shares
outstanding............... 58,286 58,041 58,355 57,983
========= ========= ========= =========
Cash dividends per common
share..................... $ 0.09 $ 0.09 $ 0.18 $ 0.18
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
4
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts are in thousands)
Twenty-four Weeks Ended
June 14, June 15,
1997 1996
------------ ------------
Net cash provided by operating activities ..... $ 63,817 $ 56,094
-------- --------
Cash flows used in investing activities:
Equipment at customers and component
additions................................... (9,757) (11,410)
Property, plant and equipment additions .... (13,515) (15,571)
Business acquisitions and other ............ (16,231) (18,014)
-------- --------
Net cash used in investing activities .... (39,503) (44,995)
-------- --------
Cash flows from (used in) financing activities:
Net borrowings (payments) .................. (15,056) 4,107
Dividends .................................. (5,278) (5,210)
Other ...................................... 376 --
-------- --------
Net cash provided from (used in)
financing activities .................. (19,958) (1,103)
-------- --------
Effect of exchange rate changes on cash ....... (193) (126)
-------- --------
Net increase (decrease) in cash and cash
equivalent .................................. 4,163 9,870
Cash and cash equivalents at beginning of
year ........................................ 10,648 22,238
-------- --------
Cash and cash equivalents at end of the
reporting period ............................ $ 14,811 $ 32,108
======== ========
Supplemental disclosures of cash paid
during the reporting period:
Interest (net of amount capitalized)..... $9,247 $9,242
============ =========
Income taxes paid (net of refunds
received).............................. $6,479 $6,179
============ =========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
SAFETY-KLEEN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES
The Company's inventories consist primarily of solvent, oil and supplies.
LIFO inventories at June 14, 1997 and December 28, 1996 were $5.1 and $4.8
million, respectively. Under the FIFO method of accounting (which approximates
current or replacement cost), inventories would have been $0.2 million higher
and $0.3 million higher at June 14, 1997 and December 28, 1996, respectively.
2. ACQUISITIONS
During the first twenty-four weeks of 1997, the Company completed 3 minor
business acquisitions. 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 their date of
acquisition. These acquisitions, either individually or in the aggregate, were
not material.
3. INTERIM REPORTING PERIODS
The Company's interim reporting periods (quarters) are twelve weeks each
for the first three reporting periods of the year, and seventeen and sixteen
weeks for the fourth reporting period of 1997 and 1996, respectively.
6
<PAGE>
Private Securities Litigation Reform Act Disclosure
This report contains various forward-looking statements, including
financial, operating and other projections. There are many factors that could
cause actual results to differ materially, such as: adoption of new
environmental laws and regulations and changes in the way such laws and
regulations are interpreted and enforced; general business conditions, such as
the level of competition, changes in demand for the Company's services and the
strength of the economy in general; and prices for petroleum based products.
These and other factors are discussed in this report, the Company's Annual
Report on Form 10-K and other documents the Company has filed with the
Securities and Exchange Commission.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's working capital increased from $72.3 million at December 28,
1996 to $78.2 million at June 14, 1997. Year-to-date capital spending for
equipment at customers and property, plant and equipment additions excluding
business acquisitions totaled $23.3 million. These expenditures were mainly
financed by internally generated cash. The Company's total long-term debt
decreased by $15.2 million during the first twenty-four weeks of 1997 to $261.8
million at June 14, 1997.
The Company's long-term debt to total capital ratio was 35.0% at June 14,
1997 and 36.6% at December 28, 1996. The Company expects its long-term debt to
total capital ratio to decline slightly during the balance of 1997.
ACCOUNTING CHANGES
The Company is required to adopt Statement of Financial Accounting
Standards (SFAS) No. 128 on Earnings per Share and SFAS No. 129 on Capital
Structure for both interim and annual periods ending after December 15,
1997. Earlier adoption is prohibited. The impact of the adoption of these
standards will not be material.
7
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE TWELVE WEEK PERIODS ENDED
JUNE 14, 1997 AND JUNE 15, 1996
REVENUE
Revenue for the twelve weeks ended June 14, 1997 was $230 million, up $19
million, or 9%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the twelve weeks ended June 14, 1997 and June 15, 1996 was as follows:
THOUSANDS OF DOLLARS
Percentage
Increase
JUNE 14, 1997 JUNE 15, 1996 (DECREASE)
North America
Industrial Services ............... $ 70,483 $ 61,843 14%
Automotive/Retail Repair Services.. 60,559 54,498 11%
Oil Recovery Services ............. 35,656 36,074 (1%)
Other Services .................... 38,208 34,978 9%
-------- --------
Total North America ................. 204,906 187,393 9%
Europe .............................. 25,022 23,962 4%
-------- --------
Consolidated ........................ $229,928 $211,355 9%
======== ========
NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American
Industrial Services revenue for the current reporting period included $38.8
million from the Fluid Recovery Service, which represented an 18% increase over
the comparable period of 1996. Approximately four percentage points of this
revenue increase resulted from improved pricing, and the balance was
attributable to volume.
The North American Industrial Parts Cleaner Service accounted for the
remaining $31.7 million of revenue, which represented an increase of $2.9
million, or 10%, from the comparable period of 1996. The 10% improvement in
revenue consisted of a 5% increase due to price and a 5% increase in volume.
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES ("ARRS"). The Company's
ARRS revenue increased by $6.1 million, or 11%, from the comparable period of
1996. The Vacuum Service, which was introduced during the second half of 1996,
increased revenue by
8
<PAGE>
$3.5 million. Automotive Parts Cleaner Service revenue
increased $1.3 million, or 2%. This increase was attributable to an increase of
approximately 5% due to price partially offset by a decline in volume of
approximately 3%. The balance of the ARRS revenue increase was largely due to
higher absorbent sales.
NORTH AMERICAN OIL RECOVERY SERVICES. Revenue decreased approximately $0.4
million, or 1%, from the second quarter of 1996. A 17% decline in the average
selling price of base lube oil reduced revenue by $2.2 million. This decline was
partially offset by a $1.2 million increase in revenue from increased lube oil
sales volume. The remaining $0.6 million increase in revenue was generated
primarily by an increase in revenue from the automotive used oil collection
business.
NORTH AMERICAN OTHER SERVICES. Revenue from Other Services during the
current reporting period increased $3.2 million, or 9%, from the comparable
period of 1996. Revenue from Imaging Services increased by approximately $0.9
million, or 19%, from the comparable period of 1996. The balance of the
increased revenue was due to higher revenue from the Company's North American
Envirosystems and Paint Refinishing businesses.
EUROPE. European revenues of $25.0 million were up $1.1 million, or 4%,
from the comparable period of 1996. The impact of foreign currency exchange
rates reduced European revenue in the current period by approximately $0.6
million. Most major businesses showed increases in local currency revenue.
OPERATING COSTS AND EXPENSES
Operating costs and expenses as a percentage of revenue was 74.7% in the
current reporting period, compared to 73.2% for the second interim period of
1996. The increase was caused by lower lube oil pricing, as discussed above, and
higher new business development expenses.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses remained constant at 14.2% of revenue
in 1996 and 1997.
9
<PAGE>
INTEREST EXPENSE
Interest expense decreased $0.1 million to $4.3 million during the current
reporting period due primarily to lower borrowings.
INCOME TAXES
The Company's effective income tax rate was 37.9% for the twelve weeks
ended June 14, 1997 and 38.9% for the comparable period of 1996. The decrease in
the effective tax rate reflected lower non-deductible expenses in 1997 and the
timing of certain tax benefits received in 1997 that were not received during
the comparable period of 1996.
10
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE TWENTY-FOUR WEEK PERIODS ENDED
JUNE 14, 1997 AND JUNE 15, 1996
REVENUE
Revenue for the twenty-four weeks ended June 14, 1997 was $450 million, up
$37 million, or 9%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the twenty-four weeks ended June 14, 1997 and June 15, 1996 was as
follows:
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS
Percentage
Increase
JUNE 14, 1997 JUNE 15, 1996 (DECREASE)
North America
<S> <C> <C> <C>
Industrial Services ............... $135,869 $121,054 12%
Automotive/Retail Repair Services.. 119,876 109,107 10%
Oil Recovery Services ............. 68,514 66,473 3%
Other Services .................... 75,457 68,012 11%
-------- --------
Total North America ................. 399,716 364,646 10%
Europe .............................. 50,442 48,432 4%
-------- --------
Consolidated ........................ $450,158 $413,078 9%
======== ========
</TABLE>
NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American
Industrial Services revenue for the first twenty-four weeks of 1997 included
$73.1 million from the Fluid Recovery Service, which represented a 15% increase
over the comparable period of 1996. Approximately four percentage points of this
revenue increase resulted from improved pricing, and the balance was
attributable to volume.
The North American Industrial Parts Cleaner Service accounted for the
remaining $62.8 million of revenue, which represented an increase of $5.1
million, or 9%, from the comparable period of 1996. The 9% improvement in
revenue consisted of a 5% increase due to price and a 4% increase in volume.
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES. The Company's ARRS
revenue during the first twenty-four weeks of 1997 increased by $10.8 million,
or 10%, from the comparable period of 1996. The Vacuum Service program,
introduced during the second half of
11
<PAGE>
1996, accounted for $6.3 million of the revenue increase. Automotive
Parts Cleaner Service revenue increased $2.2 million, or 2%, from the
comparable period of 1996 reflecting an increase of 5% due to price partially
offset by a 3% decline in volume. The balance of the ARRS revenue increase
was largely due to higher absorbent sales.
NORTH AMERICAN OIL RECOVERY SERVICES. Revenue increased approximately $2.0
million, or 3%, due mainly to increased fuel oil sales as a result of the ISC
acquisition completed during the second quarter of 1996. A 15% drop in the
average price of base lube oil from the comparable period of 1996 resulted in a
revenue decline of approximately $3.8 million. This decline in revenue was
primarily offset by an increase of $1.8 million in revenue from a higher volume
of lube oil sold and higher revenue from the automotive used oil collection
business.
NORTH AMERICAN OTHER SERVICES. Revenue from Other Services increased $7.4
million, or 11%, from the comparable period of 1996. Revenue from the Imaging
Services business increased by approximately $2.6 million, or 29%, during the
first twenty-four weeks of 1997 from the comparable period of 1996. This revenue
increase reflected higher branch service volume. The remaining $4.8 million
increase in revenue from Other Services was primarily attributable to higher
revenue from the Envirosystems and Paint Refinishing Services.
EUROPE. European revenues for the first twenty-four weeks of 1997 were
$50.4 million, up $2.0 million, or 4%, from the comparable period of 1996.
Changes in foreign currency exchange rates reduced revenues by approximately
$1.6 million in 1997 from 1996. Most major businesses showed increases in local
currency revenue. These revenue increases were mainly attributable to higher
volume.
OPERATING COSTS AND EXPENSES
Operating costs and expenses as a percentage of revenue was 74.6% for the
first twenty-four weeks of 1997, compared to 72.8% for the comparable period of
1996. The increase was caused by lower lube oil pricing, as discussed above, and
higher new business development expenses.
12
<PAGE>
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses as a percent of revenue (14.5%) for
the first twenty-four weeks of 1997 remained unchanged from the comparable
period of 1996.
INTEREST EXPENSE
Interest expense of $8.7 million for the first twenty-four weeks of 1997
was unchanged from the comparable period of 1996.
INCOME TAXES
The Company's effective income tax rate was 38.5% for the twenty-four
weeks ended June 14, 1997 and 39.9% for the comparable period of 1996. The lower
tax rate is caused by lower non-deductible expenses and the timing of certain
tax benefits received in 1997 that were not received in 1996.
13
<PAGE>
PART II.
Item 1. LEGAL PROCEEDINGS
The Company's goal is to fully comply with all environmental regulations,
but 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. Three such proceedings
against the Company were pending or known to be contemplated by governmental
authorities at June 14, 1997.
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 knowledge of pending cases, the Company
believes it is unlikely that its actual liability for 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
<PAGE>
On April 19, 1996, the U.S. Environmental Protection Agency ("EPA")
published its proposed Hazardous Waste Combuster Rule. This proposed rule will
set emissions standards for incinerators, cement kilns and lightweight aggregate
kilns that burn hazardous waste. As proposed, these standards will require
cement kilns, which are major outlets for the Company's waste-derived fuels, to
make capital improvements which would increase the cost of burning such fuels in
cement kilns. However, due to the complexity of the proposed rule, the lengthy
adoption process to which it is subject, and the likelihood that the rule will
undergo changes prior to its adoption, the effect of the final rule is unknown.
The South Coast Air Quality Management District ("SCAQMD"), the air
district for the greater Los Angeles, California area, has amended its rule
setting the allowable volatile organic compound ("VOC") content of materials
used for remote reservoir repair and maintenance cleaning. The amended rule
will, in effect, ban remote reservoir parts cleaning with solutions containing
VOCs in excess of fifty grams per liter as of January 1, 1999, except in certain
applications. Substantially all of the Company's parts cleaners currently placed
with SCAQMD customers utilize solvents containing VOCs in excess of fifty grams
per liter. The Company offers aqueous parts cleaning systems which meet the 1999
SCAQMD requirements and is working with its SCAQMD customers to identify which
customers will need to convert their solvent parts cleaners to an alternative
cleaning solvent or solution prior to January 1, 1999. In addition, the Company
will continue to actively work with the SCAQMD to identify appropriate
exemptions and develop alternatives to the 1999 VOC limits for materials used
for remote reservoir parts cleaning. Other Clean Air Act nonattainment
municipalities are considering adopting similar rules.
15
<PAGE>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on May 9, 1997. At
the meeting, the Company's shareholders (i) elected the three individuals who
had been nominated to be members of the Board of Directors, (ii) approved an
amendment to the Company's 1993 Stock Option Plan allowing certain compensation
paid to senior executives to be fully tax deductible to the Company as
"performance based" compensation under Section 162(m) of the Internal Revenue
Code and (iii) approved the material terms of the Management Incentive Plan
allowing certain compensation paid to senior executives to be fully tax
deductible to the Company as "performance based" compensation under Section
162(m) of the Internal Revenue Code. The following table sets forth the voting
results:
------------------------------------------------------
Abstentions and
For Against Withheld Broker Non-Votes
- --------------------------------------------------------------------------------
Election of Directors
R.T. Farmer 46,392,302 - 385,640 -
J.G. Johnson, Jr. 46,379,091 - 398,851 -
P.D. Schrage 46,392,329 - 385,613 -
- --------------------------------------------------------------------------------
Approval of 1993 Stock
Option Plan Amendment 44,114,696 2,293,957 - 369,289
- --------------------------------------------------------------------------------
Approval of Material
Terms of Management
Incentive Plan 44,101,682 2,447,254 - 229,006
- --------------------------------------------------------------------------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
4.1 Rights Agreement, dated November 9, 1988, between
Safety-Kleen Corp. and the First National Bank of Chicago.(1)
4.1.1 First Amendment to Rights Agreement dated as of August
10, 1990 between Safety-Kleen Corp. and the First National
Bank of Chicago.(2)
10 Safety-Kleen Corp. 1993 Stock Option Plan.
27 Financial Data Schedule (EDGAR filing only).
99 Press release issued July 8, 1997 regarding the Company's
results of operations during the twelve weeks ended June 14,
1997.
(b) Reports on Form 8-K
None.
- ------------------------
(1) Previously filed and incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A dated December 28, 1988.
(2) Previously filed and incorporated herein by reference from the Registrant's
Registration Statement on Form 8-A dated August 24, 1990.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on this 29th day of July, 1997.
SAFETY-KLEEN CORP.
/S/ ANDREW A. CAMPBELL
Andrew A. Campbell
Sr. Vice President Finance - Chief
Financial Officer
/S/ CLIFFORD J. SCHULZ
Clifford J. Schulz
Controller-Chief Accounting Officer
17
<TABLE> <S> <C>
<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> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-14-1997
<CASH> 14,811
<SECURITIES> 0
<RECEIVABLES> 143,619
<ALLOWANCES> 7,922
<INVENTORY> 50,645
<CURRENT-ASSETS> 240,339
<PP&E> 875,810
<DEPRECIATION> 365,472
<TOTAL-ASSETS> 1,044,088
<CURRENT-LIABILITIES> 162,160
<BONDS> 261,759
0
0
<COMMON> 5,827
<OTHER-SE> 481,345
<TOTAL-LIABILITY-AND-EQUITY> 1,044,088
<SALES> 0
<TOTAL-REVENUES> 450,158
<CGS> 0
<TOTAL-COSTS> 335,791
<OTHER-EXPENSES> 65,305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,655
<INCOME-PRETAX> 40,937
<INCOME-TAX> 15,758
<INCOME-CONTINUING> 25,179
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,179
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0
</TABLE>
SAFETY-KLEEN
1993 STOCK OPTION PLAN
AS AMENDED AND RESTATED FEBRUARY 14, 1997
1
<PAGE>
SAFETY-KLEEN 1993 STOCK OPTION PLAN
PART 1. PURPOSE
The purpose of this Plan is to promote the long-term financial interests
of the Company and its subsidiaries by (i) providing an incentive which the
Company may use to induce able persons to enter into or remain in the employment
of the company or one of its subsidiaries, (ii) providing employees with an
additional incentive to promote the Company's financial success and (iii)
furthering the identity of interests of participants with those of the
shareholders of the Company.
This Plan shall be administered by a Committee composed of Company
directors appointed as prescribed in Part 11 of this Plan.
Certain terms used in this Plan have the meaning indicated for such terms
in Section 12.1 of this Plan.
PART 2. PERSONS ELIGIBLE TO RECEIVE OPTIONS
A person shall be eligible to be granted an option under this Plan only if
(i) on the proposed Grant Date for such option or at some time between the Grant
Date of such option and the exercise of such option, such person shall be
employed either by the Company or by a subsidiary, and (ii) such person is not a
member of the Committee. A person eligible to be granted an option under this
Plan is herein called an "eligible employee". A director of the Company who is
not also such an employee of the Company or a subsidiary shall not be eligible
to receive options under this Plan.
PART 3. STOCK OPTIONS
Section 3.1 POWER TO GRANT OPTIONS. The Committee shall have the right and
the power to grant at any time to any eligible employee an option entitling such
person to purchase shares from the Company in such quantity, at such price, on
such terms and subject to such conditions consistent with the provisions of this
Plan as may be established by the Committee on or prior to the Grant Date for
such option. Each option to purchase shares which shall be granted by the
Committee pursuant to the provisions of this Part 3 is herein called a "stock
option" and an "option".
Section 3.2 PURCHASE PRICE.
(a) GENERAL RULE. Except as otherwise provided in this Section 3.2,
the price at which each share may be purchased upon exercise of any option
granted under this Plan may not be less than the per share market value on
the Grant Date for such option.
(b) SPECIAL RULE FOR NEW EMPLOYEE. If any person shall become
employed by the Company or a subsidiary by reason of the acquisition by
the Company of the business by which such person was previously employed
or if the Company or any subsidiary shall hire a person who was previously
employed by an employer other than the Company or a subsidiary, then an
SAR and/or nonqualified option may be granted to such person having an
aggregate spread at the Grant Date not greater than the aggregate spread
(as reasonably determined by the Committee) on any options granted to such
person by such person's former employer which shall be canceled or given
up by such person in connection with such acquisition or change of
employment. In connection with any SAR or nonqualified option granted
pursuant to the preceding sentence, the Committee shall have the power to
determine the number of shares subject to such SAR and/or nonqualified
option and to establish an exercise price which will result in an
aggregate spread on the Grant Date not greater than the aggregate spread
permitted by the preceding sentence. The "aggregate spread" on any
particular option shall be determined by multiplying the number of shares
subject to the option (including shares not yet vested or otherwise
available for purchase) times the amount by which the per share market
value of the shares subject to the option on the date as of which the
aggregate spread is being determined shall exceed the exercise price of
such option.
Section 3.3 OPTION TERMS. The Committee shall have the power to determine
the eligible employees to whom options shall be granted under this Plan, the
number of shares to be subject to each option, the number of options to be
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awarded to each eligible employee and the time at which each option under this
Plan shall be granted. Except as otherwise expressly provided in this Plan, the
Committee shall also have the power to determine, at the time of the grant of
each option, all terms and conditions governing the rights and obligations of
the holder with respect to such option, including but not limited to: (i) the
exercise price per share or the method by which the exercise price per share
shall be determined (provided that the price shall not in any case be less than
the price permitted by Section 3.2); (ii) the length of the period during which
the option may be exercised and any vesting requirements or other limitations on
the number of shares purchasable with the option at any given time during such
period; (iii) the times at which the option may be exercised; (iv) any
conditions precedent to be satisfied before the option may be exercised; (v) any
restrictions on resale of any shares purchased upon exercise of the option; and
(vi) whether or not such option will constitute an incentive stock option under
Section 422 of the Internal Revenue Code (or any successor provision). The terms
"nonqualified option" and "NQO" when used in this Plan mean an option granted
under this Plan which is not an incentive stock option.
Section 3.4 ISO REQUIREMENTS. No person may be granted incentive stock
options under this Plan in any year entitling such person to purchase a number
of shares greater than the maximum number permitted by Section 422 of the
Internal Revenue Code (or any successor provision). An option granted under this
Plan shall not be an incentive stock option unless the terms of the option
agreement evidencing such option shall explicitly state that it is intended to
be an incentive stock option.
Section 3.5 AUTOMATIC GRANTS. The Committee shall have the right to grant
any option under this Plan with a feature providing that if the original grantee
delivers shares to satisfy all or part of the exercise price upon exercise of
the option (the "exercised option"), the original grantee shall automatically be
granted a new option with a Grant Date on the exercise date of the exercised
option entitling the option holder to purchase a number of shares equal to the
number of shares delivered in connection with the exercise of the exercised
option at a purchase price equal to the per share market value on the exercise
date of the exercised option and having such other terms and conditions as the
Committee shall specify in the agreement granting the exercised option at the
time the exercised option was granted.
PART 4. STOCK APPRECIATION RIGHTS
Section 4.1 POWER TO GRANT STOCK APPRECIATION RIGHTS. The Committee shall
have the right and the power to grant to the holder of any stock option granted
under this Plan (the "tandem option") a right to elect to receive an amount
equal to the spread on that option (determined as of the time of the exercise of
such right) times the number of eligible shares chosen by the option holder at
the time of exercise and/or a right to receive the Per Share Change of Control
Value for the shares subject to the tandem option (determined as prescribed in
Section 4.5) in the event a Change of Control shall occur (determined as
described in Section 4.7). Each right granted pursuant to this Part 4 shall be
deemed a "Stock Appreciation Right" or "SAR". The Committee shall have the right
in connection with the grant of any SAR under this Plan to impose such
conditions and limitations on its exercise as the Committee shall choose. Unless
the Committee or this Plan shall otherwise specify, each SAR shall be subject to
all conditions on exercise imposed with respect to the tandem option. The term
"eligible shares" as applied with respect to any particular SAR at any
particular time shall mean the shares subject to the related tandem option which
the option holder is entitled to purchase at the particular time and with
respect to which the related SAR is exercisable at the particular time under
such terms and conditions as the Committee may have specified at the time of the
grant of the related SAR.
Section 4.2 TANDEM REQUIREMENT. The exercise of any SAR granted under this
Plan shall reduce the number of eligible shares which shall be available for
purchase under the tandem option by the number of shares for which the SAR shall
be exercised. Conversely, the exercise of any option shall reduce the number of
shares for which any SAR granted in connection with such option (the "tandem
SAR") may be exercised by the number of shares for which the option shall be
exercised.
Section 4.3 TIME OF GRANT. An SAR may be granted simultaneously with the
grant of the stock option with which it is associated or may be granted at any
time after the grant of such option. In no event may an SAR be exercised after
the tandem option with which it is associated ceases to be exercisable.
Section 4.4 LIMITED STOCK APPRECIATION RIGHTS. Without limiting the
generality of the preceding provisions, the Committee shall have the authority
to grant any SAR with the following characteristic:
(a) the SAR shall automatically be converted into cash in the amount
of the Change of Control Value (determined as prescribed in Section 4.5)
on the date (the "Auto Exercise Date") of the Change of Control;
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(b) the related tandem stock option shall be terminated
immediately after such conversion; and
(c) the SAR shall not be exercisable except as provided in
clause (a).
An SAR with all three characteristics specified in the preceding sentence shall
be deemed to be a "Limited Stock Appreciation Right" or "LSAR". Any agreement
under this Plan which grants a Limited Stock Appreciation Right shall be
understood to grant a right having the three characteristics specified in the
first sentence in this Section 4.4. Unless the Committee shall prescribe a
different result, at the time any eligible employee becomes subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 with respect to
the Company's Common Stock, such eligible employee shall automatically be
granted at that time an LSAR for every stock option then held by such person
under this Plan which shall not previously have had a tandem LSAR associated
with it.
Section 4.5 CHANGE OF CONTROL VALUE. The Company shall pay the holder of
any LSAR within three days after the Auto Exercise Date cash in the amount of
the Change of Control Value of that LSAR calculated as of the Auto Exercise Date
in accordance with this Section 4.5. The Change of Control Value of any
particular LSAR shall be an amount determined by multiplying (i) the Change of
Control Spread (determined as provided in the next sentence as of the Auto
Exercise Date) times (ii) the number of shares subject to the related tandem
option on the particular date (before giving effect to the termination of that
stock option pursuant to clause (b) in Section 4.4) including shares not yet
then vested or which (absent this provision) would not be available for purchase
under the tandem option on the particular date. The Change of Control Spread on
any particular date shall be equal to the greater of zero or the remainder
derived by subtracting (i) the exercise price of the tandem stock option with
respect to which such SAR was issued from (ii) the Per Share Change of Control
Value on the Auto Exercise Date (determined as provided in the next sentence).
"Per Share Change of Control Value" as used in this Plan or an agreement made
pursuant to this Plan means the highest per share market value during the period
beginning on the 180th day before the particular date as of which Per Share
Change of Control Value shall be determined and ending on the day preceding that
particular date or, if greater, the highest price per share of Common Stock paid
in connection with the Change of Control.
Section 4.6 PERMITTED SAR TERMS. The Committee is authorized to grant any
Stock Appreciation Right (i) which entitles the holder to receive the Change of
Control Spread upon exercise of the SAR (subject to such terms and conditions as
the Committee may prescribe under the terms of grant), (ii) which is not subject
to the limitation prescribed in clause (c) of Section 4.4, and (iii) which shall
have such other terms and conditions not prohibited by this Plan which the
Committee shall elect to prescribe at the time of the grant of such SAR.
Section 4.7 DEFINITION OF CHANGE OF CONTROL. When used in this Plan or an
agreement granting an option under this Plan, the term "Change of Control" shall
mean any of the following with respect to the Company:
(i) any person or group (other than a subsidiary corporation as
defined in Section 425(f) of the Code with the Company being treated as
the employer corporation for purposes of determining subsidiary status or
any employee benefit plan (or any related trust) of the Company or such a
subsidiary) becomes the beneficial owner of 20% or more of either the then
outstanding Common Stock or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in
the election of directors, except that (A) no such person or group shall
be deemed to own beneficially any securities acquired directly from the
Company pursuant to a written agreement with the Company unless such
person or group subsequently becomes the beneficial owner of additional
Common Stock or voting securities of the Company other than pursuant to a
written agreement with the Company and (B) no Change of Control shall be
deemed to have occurred solely by reason of any such acquisition by a
corporation with respect to which, after such acquisition, more than 60%
of both the then outstanding common shares of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors are
then beneficially owned, directly or indirectly, by the persons who were
the beneficial owners of the Common Stock and voting securities of the
Company immediately before such acquisition in substantially the same
proportion as their ownership, immediately before such acquisition, of the
then outstanding Common Stock and the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in
the election of directors, as the case may be;
(ii) individuals, who, as of January 1, 1993, constitute the Board
of Directors (the "Incumbent Directors") cease for any reason to
constitute at least a majority of the Board of Directors; provided that
any individual who becomes a director after January 1, 1993 whose
election, or nomination for election by the Company's stockholders, was
approved by a vote or written consent of at least two-thirds of the
directors then comprising the Incumbent
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Directors shall be considered as though such individual were
an Incumbent Director, but excluding, for this purpose, any such
individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company (as such terms are used in Rule
14a-11 under the Securities Exchange Act of 1934, as amended); or
(iii) approval by the stockholders of the Company of (A) a merger,
reorganization or consolidation with respect to which the individuals and
entities who were the respective beneficial owners of the Common Stock and
voting securities of the Company immediately before such merger,
reorganization or consolidation do not, immediately after such merger,
reorganization or consolidation, beneficially own, directly or indirectly,
more than 60% of respectively, the then outstanding common shares and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors of the corporation
resulting from such merger, reorganization or consolidation, (B) a
liquidation or dissolution of the Company or (C) the sale or other
disposition of all or substantially all of the assets of the Company.
PART 5. TERMS APPLICABLE TO ALL OPTIONS AND SARS GRANTED UNDER THIS PLAN.
Section 5.1 COMMON TERMS. Unless the context of this Plan clearly
otherwise requires, the requirements applicable to any stock option granted
under this Plan shall also apply to any tandem SAR granted with respect to that
option.
Section 5.2 OPTION AGREEMENT. No person shall have any rights under any
SAR and/or option granted under this Plan unless and until the Company and the
person to whom such SAR and/or option shall have been granted shall have
executed and delivered an agreement expressly granting the SAR and/or option to
such person and containing provisions setting forth the terms of the SAR and/or
option.
Section 5.3 GRANT DATE. An SAR or option shall be deemed to have been
granted under this Plan on the date (herein called the "Grant Date") designated
by the Committee (either specifically or by means of a mechanism for determining
such date) at the time it shall approve such SAR or option, provided that the
Committee may not designate a Grant Date with respect to any option which shall
be earlier than the date on which the granting of such option shall have been
approved by the Committee and may not designate a Grant Date for any SAR which
is earlier than the Grant Date of the relevant tandem option.
Section 5.4 TEN YEAR MAXIMUM TERM. No option or SAR granted under this
Plan may be exercised on or after the tenth anniversary of its Grant Date. No
SAR granted under this Plan may be exercised after the termination date for the
related tandem option with respect to which the SAR was granted.
Section 5.5 MODIFICATION OF OPTION AFTER GRANT. Each option and SAR
granted under this Plan may be modified after the date of its grant by express
agreement between the Company and its holder provided that any such change (i)
shall not be inconsistent with the terms of this Plan and (ii) shall be approved
by the Committee.
Section 5.6 LIMITATIONS ON TRANSFER. No option or SAR granted under this
Plan shall be transferable otherwise than by will or the laws of descent and
distribution, and any option or SAR granted under this Plan may be exercised
during the lifetime of the person to whom the option shall initially have been
granted only by the original grantee.
Section 5.7 TAXES. The Company shall be entitled, if the Committee deems
it necessary or desirable, to withhold (or secure payment from the option holder
in lieu of withholding) the amount of any withholding or other tax due from the
Company with respect to any amount payable and/or shares issuable under any
option or SAR granted under this Plan, and the Company may defer such payment or
issuance unless indemnified to its satisfaction against any liability for any
such tax.
Section 5.8 NO RIGHT TO EMPLOYMENT CONFERRED. Nothing in this Plan or (in
the absence of any express provision to the contrary) in any option or SAR
granted pursuant to this Plan, shall confer on any person any rights to continue
in the employment of the Company or any subsidiary or interfere in any way with
the right of the Company or any subsidiary to terminate such person's employment
at any time.
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PART 6. EXERCISE PROCEDURES
Section 6.l EXERCISE NOTICE. Each option and SAR granted under this Plan
shall be deemed exercised on the date (the "exercise date") the Company's
Secretary (or other person designated by the Company's Chief Financial Officer)
shall receive written notice of such exercise signed by the option holder and in
a form reasonably satisfactory to the Committee or shall receive other notice of
exercise satisfactory to the Committee. An option holder shall not have any
rights with respect to shares issuable under any option granted under this Plan
by reason of such option until the exercise of that option with respect to those
shares.
Section 6.2 PAYMENT OF EXERCISE PRICE. The exercise price of shares
purchased upon the exercise of an option granted under this Plan shall be paid
in full in cash by the option holder at the time of the delivery of such shares
provided that the Committee (or any person or persons to whom the Committee
shall delegate the authority) may (but need not) permit payment to be made by
delivery to the Company of either (i) shares, or (ii) any combination of cash
and shares permitted by the Committee (or any such person or persons). In the
event any shares shall be transferred to the Company to satisfy all or any part
of the exercise price, the part of the exercise price deemed to have been
satisfied by such transfer of shares shall be equal to the product derived by
multiplying the per share market value as of the date of exercise times the
number of shares transferred. Unless the Board shall otherwise determine, any
shares transferred to the Company as payment of all or part of the purchase
price upon the exercise of any option granted under this Plan shall be utilized
as soon as possible to supply the shares deliverable by reason of the subsequent
exercise of options under this Plan.
PART 7. OPTION TERM AND VESTING
Section 7.l NORMAL OPTION TERM. Except as otherwise provided in this Plan
or the agreement evidencing any SAR and/or option granted under this Plan, the
right to exercise any option or SAR granted under this Plan shall terminate at
whichever of the following times shall earlier occur: (i) three months after the
employment termination date of the original grantee or (ii) the specified
expiration date of the option or SAR.
Section 7.2 EXTENSION OF EXERCISE TIME. The Committee in its sole
discretion shall have the right (but shall not in any case be obligated) to
permit any option or SAR granted under this Plan to be exercised more than three
months after the employment termination date of the original grantee or after
the specified expiration date specified in the agreement granting such option or
SAR, provided that the Committee shall not have the right to permit exercise of
any option or SAR on or after the tenth anniversary of its Grant Date or to
permit exercise of an SAR after the termination date of the related tandem
option.
Section 7.3 NORMAL RULE: NO VESTING AFTER EMPLOYMENT TERMINATION DATE.
After an original grantee's employment termination date, the number of shares
for which any option or SAR may be exercised shall not increase (pursuant to
vesting or other provisions in such option or SAR) but rather shall be limited
to the number of shares for such option or SAR could have been exercised
immediately prior to the employment termination date provided that: (i) the
Committee shall have the right to waive this restriction in whole or in part
either at the time such option or SAR is granted or at any later time and (ii)
this restriction shall not apply when a different result is prescribed by
Section 7.4, Section 7.5 or Part 9.
Section 7.4 ACCELERATION OF VESTING.
(a) DISCRETIONARY ACCELERATION. The Committee in its sole discretion
shall have the right (but shall not in any case be obligated)(i) to permit
purchase of shares under any option prior to the time such shares shall be
purchasable under the terms of the agreement granting such option, and/or
(ii) to permit exercise of an SAR prior to the time such SAR shall be
exercisable under the terms of the agreement granting such SAR.
(b) AUTOMATIC ACCELERATION UPON CHANGE OF CONTROL. Upon the
occurrence of a Change of Control, every option and SAR outstanding under
the Plan at the time of the occurrence of such Change of Control shall be
accelerated and may thereafter be exercised with respect to all shares
subject to such option or SAR.
Section 7.5 RETIREMENT, DISABILITY AND DEATH.
(a) SPECIAL DEFINITIONS
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CAREER TERMINATION - If an individual's employment with the Company
and its subsidiaries terminates because of the individual's
retirement (as defined in this Section 7.5(a)), Qualified Disability
(as defined in this Section 7.5(a)), or death, then such termination
shall be deemed a "Career Termination" and the individual shall be
deemed a "Career Participant."
POST-CAREER BENEFITS - The term "Post-Career Benefits" as applied
with respect to any particular option means the rights under that
option which exist solely because of rights arising under this
Section 7.5.
POST-CAREER OPTION - Every option or SAR held by a Career
Participant in the capacity of original grantee which has a
termination date after the Career Participant's Career Termination
shall be deemed a "Post-Career Option" for purposes of this Plan.
QUALIFIED DISABILITY - The term "Qualified Disability" means an
injury, disease or disability which the committee shall determine
(i) to be the primary cause of the termination of employment of the
original grantee of any SAR and/or option and (ii) should entitle
the holder of the SAR and/or option to the Post-Career Benefits.
RETIREMENT - An individual shall be deemed to retire on the date he
or she ceases to be employed by the Company or any of its
subsidiaries if on that date the individual is at least 55 years of
age and has been employed by the Company and/or its subsidiaries for
at least five years and if the cessation of employment is not caused
by death or a Qualified Disability.
(b) VESTING ADJUSTMENTS. Except as otherwise provided in Section
7.5(d), during the period between the Career Termination of the original
grantee of any Post-Career Option and the termination date of that option,
any shares subject to that option which shall not have been vested at the
Career Termination shall vest at the time(s) and in the numbers they would
have vested if the original grantee's employment termination date had not
occurred.
(c) TERMINATION DATE EXTENSION. Except as otherwise provided in
Section 7.5(d) or Section 7.6, the termination date for each Post-Career
Option held by any Career Participant in the capacity of original grantee
will be the earlier of (i) the fifth anniversary of his or her Career
Termination or (ii) the specified expiration date of that option.
(d) EXCEPTIONS.
(1) DEATH. Except as may otherwise be provided
pursuant to Section 7.5(d)(2):
(A) In the event a Career Participant dies, then (except
as provided in the next two sentences), the termination date
for any Post Career option granted to the decedent in the
capacity of original grantee shall be the later of (i) the
termination date otherwise established under or pursuant to
this Plan or (ii) the first anniversary of the death. The
preceding sentence shall not be effective to extend the
termination date for any option or SAR for which the
termination date shall have occurred prior to the death. If
the effect of the first sentence of this paragraph (A) would
be to extend the termination date of any option or SAR beyond
the day prior to the tenth anniversary of the granting date of
the option (or the relevant tandem option), then the
termination date shall be the day prior to such tenth
anniversary.
(B) In the event a Career Termination is caused by
death, then all vesting restrictions in each of the
Post-Career Options held by the decedent in the capacity of
original grantee shall cease to apply upon the decedent's
death and the holder of that Option shall be entitled to
exercise that Option with respect to any or all of the shares
subject to that Option at any time from the Career Termination
until the termination date of that option.
(2) MODIFICATION ON GRANT. The Committee shall have the right
at the time of grant of any option or SAR to omit Post-Career
Benefits from that option or SAR altogether or to provide benefits
with respect to that option or SAR which are different from those
prescribed in this Section 7.5. The Post-Career Benefits prescribed
in this Section 7.5 shall apply only to the extent they do not
conflict with the express terms specified at the time of the grant
of any option or SAR (including terms contained in the agreement
evidencing that option or SAR).
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(3) MODIFICATION IMMEDIATELY AFTER RETIREMENT. The Committee
in its sole discretion shall have the right to determine that the
holder of any particular Post-Career Option should not be entitled
after retirement of the relevant original grantee to Post Career
Benefits under that option, provided that (i) such right may only be
exercised if the Committee elects to exercise such right and
notifies the option holder of such exercise within three months
after the original grantee's retirement and (ii) such right may be
exercised only if the relevant Career Termination is caused by
retirement and may not be exercised if the relevant Career
Termination is caused by death. If the Committee shall exercise this
right, then (i) the termination date of the particular Post-Career
Option shall be three months after the Committee gives the option
holder notice of its determination (or such later date as the
Committee shall adopt as part of its determination) and (ii) the
option holder shall not have the right to exercise the option for
any shares which were not vested under the option immediately prior
to the original grantee's retirement.
Section 7.6 NONCOMPETE LIMITATIONS. If the Committee shall determine that
the original grantee or the holder of any particular SAR and/or option has
competed with the Company or any of its subsidiaries or has engaged in activity
which the Committee determines to be detrimental to the best interests or
reputation of the Company or any of its subsidiaries, then the Committee shall
have the right to set the termination date of the SAR and/or option for such
date as the Committee in its sole discretion deems appropriate (including a date
prior to the time of such determination) provided that such right may not be
exercised (i) to render any exercise of any option or SAR ineffective (or
otherwise diminish the rights of the option holder with respect to that
exercise) after the Company shall have issued the shares and/or other
consideration issuable by reason of such exercise or (ii) after any Change in
Control. The Committee shall have the sole discretion to make any determination
under this Section 7.6 and any such determination shall be binding upon all
persons concerned.
PART 8. SHARES SUBJECT TO THIS PLAN
Section 8.l BASIC RULE. Except as otherwise provided in Part 9, the
options and SARs granted under this Plan shall be limited so that at any
particular time, the result of the following shall never exceed 5,250,000
shares:
(i) all shares which shall have been purchased at or prior to the
particular time upon the exercise of options at any time granted under
this Plan, plus
(ii) all shares for which payment shall be made at or prior to the
particular time by reason of exercise of SARs at any time granted under
this Plan, plus
(iii) all shares which may be purchased after the particular time
under options granted under this Plan outstanding at the particular time,
minus
(iv) the number of shares which shall have been delivered to the
Company at or prior to the particular time to pay the exercise price of
options exercised at or prior to the particular time (and all shares cited
in this clause (iv) are called "payment shares").
In the event any Option or SAR at any time granted under this Plan shall
terminate before it shall have been fully exercised, then all shares formerly
subject to such option and the tandem SAR (if any) as to which neither the
option nor the Tandem SAR (if any) shall be exercised shall be available for any
SAR and/or option subsequently granted in accordance with the provisions of this
Plan. The shares sold by the Company under this Plan may be either unissued
shares or treasury shares.
Section 8.2 LIMITATIONS ON PAYMENT SHARES. Payment shares shall not be
used for any option (a "Section 16 option") granted to a person who on the Grant
Date is subject to the reporting requirements imposed by Section 16 of the
Securities Exchange Act of 1934. Unless the Committee expressly prescribes a
different result, payment shares received by the Company under this Plan shall
be deemed to be used for the first options granted under this Plan after receipt
of those payment shares which are not Section 16 options.
Section 8.3 PER PERSON LIMIT ON OPTIONS. The maximum number of shares with
respect to which options or SARs may be granted to an individual employee during
any fiscal year of the Company under this Plan shall be 500,000.
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PART 9. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
Section 9.1 STOCK SPLITS. The number of shares subject to outstanding
options and SARs, the number of shares which subsequently become available for
purchase under any vesting provisions in options or SARs outstanding under this
Plan, the exercise price for which shares may be purchased upon the exercise of
outstanding options, the exercise price for shares covered by outstanding SARs
and the number of shares available for options and SARs subsequently granted
under this Plan shall be appropriately adjusted to reflect any stock dividend,
stock split, or other action determined by the Committee to be similar to any of
the actions expressly indicated in this sentence in its substantive effect upon
this Plan or the options or SARs granted under this Plan.
Section 9.2 CHANGES IN CAPITALIZATION. In the event of any reorganization,
recapitalization, reclassification, merger, consolidation or sale of all or
substantially all of the Company's assets followed by liquidation or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive securities or other assets with respect to or in exchange
for Common Stock (a "Capital Change"), the Committee shall make appropriate
changes to assure that each outstanding option thereafter represents the right
to acquire, in lieu of or in addition to the shares of Common Stock subject to
such option, such securities or assets which the holder of such option would
have received if all shares subject to such option had been owned by such holder
at the record date for such Capital Change by reason of such ownership. In
connection with a Capital Change, the Committee shall make such changes in each
SAR as the Committee determines appropriate to reflect such Capital Change. The
Board of Directors shall have the right to make such changes in the kind of
securities or other property available for options and SARs granted under this
Plan as the Board deems appropriate to reflect such Capital Change. Unless the
Committee shall otherwise determine, a cash distribution on the Company's Common
Stock shall not constitute a Capital Change for purposes of this Plan.
Section 9.3 FINAL DETERMINATIONS. The determination of the Committee or
the Board as to the nature of the adjustment to be made in response to any event
contemplated by this Part 9 shall be binding upon all persons concerned.
PART 10. AMENDMENT AND TERMINATION OF THIS PLAN
Section 10.1 AMENDMENT. Except as provided in this Section, the Board
shall have complete power and authority to amend this Plan at any time and no
approval by the Company's shareholders or by any other person, committee or
other entity of any kind shall be required to make any amendment approved by the
Board of Directors effective. The Board shall not, however, do any of the
following without the affirmative approval of the Company's shareholders: (i)
increase the maximum number of shares available for options and SARs granted
under this Plan except as provided in Part 9; or (ii) lower the minimum exercise
price permitted by this Plan for any option or SAR granted under this Plan
except as provided in Part 9. No termination or amendment of this Plan may,
without the consent of the individual to whom any SAR and/or option shall
theretofore have been granted under this Plan, adversely affect the rights of
such individual under such SAR and/or option.
Section 10.2 TERMINATION. The Board of Directors shall have the right and
the power to terminate this Plan at any time. If this Plan is not earlier
terminated, this Plan shall terminate on December 31, 2002. No options shall be
granted under this Plan after termination of this Plan, but the termination of
this Plan shall not have any other effect and any option or SAR outstanding at
the time of the termination of this Plan may be exercised after termination of
this Plan at any time prior to the termination date of such option or SAR to the
same extent such option or SAR would have been exercisable had this Plan not
terminated.
PART 11. ADMINISTRATION OF THE PLAN
Section 11.1 COMMITTEE'S POWERS. This Plan shall be administered by the
Board of Directors and/or a committee (herein called the "Committee") designated
by the Company's Board of Directors in accordance with the provisions of Section
11.2. The Committee shall have full power and authority to prescribe, amend and
rescind rules and procedures governing administration of this Plan. Each action
of the Committee which shall be within the scope of the authority delegated to
the Committee by this Plan or by the Company's Board of Directors shall be
binding on all persons.
Section 11.2 COMMITTEE MEMBERSHIP. The Board shall have the power to
appoint and remove members of the Committee provided that each member shall be a
director of the Company. A person's membership on the Committee shall
automatically cease when such person ceases to be a director of the Company. At
any time at which no special Committee
9
<PAGE>
shall have been constituted by the Board
especially for the purposes of this Plan, the Compensation Committee established
pursuant to the Company's By-Laws shall have all powers and rights delegated to
the "Committee" under this Plan.
Section 11.3 COMMITTEE ACTION. Unless the Board or the Committee shall
expressly decide to the contrary, a majority of the members of the Committee
shall constitute a quorum and any action taken by a majority of the Committee
members at a meeting at which a quorum is present shall be deemed an act of the
Committee. No member of the Committee shall be liable for any action or omission
relating to his or her service on the Committee.
PART 12. INTERPRETATION OF THIS PLAN
Section 12.1 DEFINITIONS. Each term defined in this Section 12.1 has the
meaning indicated in this Section 12.1 whenever such term is used in this Plan.
BOARD - The term "Board of Directors" and the term "Board" each
means the Board of Directors of the Company as constituted at the time as
of which such term shall be applied.
COMMITTEE - The term "Committee" has the meaning such term is given
in Section 11.1 of this Plan.
COMPANY - The term "Company" means Safety-Kleen Corp.
EMPLOYMENT TERMINATION DATE - The term "employment termination date"
as applied to the original grantee of any SAR and/or option granted under
this Plan means the first date on which such original grantee shall not be
employed by either the Company or any subsidiary for any reason (including
but not limited to voluntary termination of employment, involuntary
termination of employment, retirement, disability or death). The Committee
may specify in the original terms of any SAR and/or option granted under
this Plan, or if not so specified, shall determine whether an authorized
leave of absence or absence on military or government service or absence
for any other reason shall constitute a termination of employment for the
purposes of this Plan.
EXERCISE PRICE - The term "exercise price" as applied to any option
granted under this Plan means the price per share at which shares may be
purchased upon exercise of such option established as prescribed in this
Plan.
GRANT DATE - The term "Grant Date" has the meaning given such term
in Section 5.3 of this Plan.
INCENTIVE STOCK OPTION OR "ISO" - Each of these terms means an
option which qualifies as an incentive stock option under the provisions
of Section 422 of the Internal Revenue Code or any successor provision.
NONQUALIFIED OPTION OR "NQO" - Each of these terms has the meaning
it is given in Section 3.3.
OPTION - Each of the terms "option" and "stock option" has the
meaning such term is given in Section 3.1 of this Plan.
ORIGINAL GRANTEE - The term "original grantee" as applied with
respect to any SAR or option means the person to whom that SAR or option
was originally granted.
PER SHARE MARKET VALUE - The term "per share market value" on any
given date shall be the fair market value of one share on the given date
determined in such manner as shall be prescribed by the Committee,
provided that in the absence of any specific instructions from the
Committee to the contrary, the "per share market value" on any given date
shall be equal to the last per share sales price reported for the shares
for the given date in THE WALL STREET JOURNAL (if sales for the shares
shall be reported for the given date in THE WALL STREET JOURNAL) or (if no
sales of the shares shall be reported for the given date in THE WALL
STREET JOURNAL) for the first date prior to the given date for which sales
of the shares shall be reported in THE WALL STREET JOURNAL.
RULE 16B-3 - The term "Rule 16b-3" has the meaning such term is
given in Section 11.2 of this Plan.
SAR - the term "SAR" has the meaning such term is given in Section
4.1 of this Plan.
10
<PAGE>
SHARE - The term "share" when used in relationship to the Company
means a share of the Company's Common Stock.
SHAREHOLDER - The term "shareholder" when used in relationship to
the Company means a person who owns shares.
SPECIFIED EXPIRATION DATE - The term "specified expiration date" as
applied to any option granted under this Plan means the date specified in
the agreement between the Company and the original grantee as the
expiration date of that option. If no expiration date shall be specified
in the option agreement relating to any option, then the specified
expiration date of that option shall be the day prior to the tenth
anniversary of the Grant Date of that option. Unless otherwise expressly
indicated in the agreement granting any SAR under this Plan, the specified
expiration date of the SAR shall be the same as the specified expiration
date of the related tandem option.
SPREAD - The "spread" on any option on any particular date shall be
the remainder derived by subtracting the exercise price of the option from
the per share market value on the particular date. The "spread" on any SAR
shall be equal to the spread on the related tandem option.
SUBSIDIARY - Any entity shall be deemed to be a "subsidiary" if
either (i) securities issued by such entity entitling the owner thereof to
elect a majority of the entity's board of directors (or other governing
body) are owned and controlled directly or indirectly by the Company or
(ii) the Company owns directly or indirectly an equity interest in such
entity and the Committee specifically designates such entity as a
"subsidiary" for purposes of this Plan.
TERMINATION DATE - The "termination date" for any option or SAR
shall be the date after which that option or SAR may not be exercised as
specified in this Plan or established pursuant to this Plan.
VESTING - An option or SAR shall be deemed to "vest" with respect to
any particular shares subject to that option or SAR when all restrictions
on the holder's rights to exercise the option or SAR with respect to those
shares shall have ceased to apply (other than the restriction against
exercising the option or SAR after its termination date).
Section 12.2 NO STRICT CONSTRUCTION. No rule of strict construction shall
be applied against the Company, the Committee, or any other person in the
interpretation of any of the terms of this Plan, any option or SAR granted under
this Plan or any rule or procedure established by the Committee.
Section 12.3 PLAN PROVISIONS CONTROL OPTION TERMS. In the event any
provision of any option or SAR granted under this Plan shall conflict with any
term in this Plan as constituted on the Grant Date of such option or SAR, the
term in this Plan as constituted on the Grant Date of such option or SAR shall
control. Except as provided in Part 9, the terms of any option or SAR granted
under this Plan may not be changed after the Grant Date of such option without
the express approval of the holder of such option or SAR.
Section 12.4 COMMITTEE'S INTERPRETATIONS CONCLUSIVE. The Committee shall
have full power and authority to interpret the terms of this Plan, the terms of
any option or SAR granted under this Plan, and the rules and procedures
established by the Committee. Any determination made by the Committee as to the
meaning of or requirements imposed by or rights of any persons under this Plan,
any option or SAR granted under this Plan, or any rule or procedure established
by the Committee shall be binding upon all persons concerned.
PART 13. MISCELLANEOUS
Section 13.1 TITLE. The Plan described herein shall be known as the
"Safety-Kleen 1993 Stock Option Plan" and is referred to herein as this "Plan".
Section 13.2 EFFECTIVE DATE. This Plan was approved by the affirmative
votes of the record holders of a majority of the shares of Common Stock present,
or represented, and entitled to vote at the annual meeting of the Company's
shareholders held on May 14, 1993 and became effective on that date.
Section 13.3 EXPENSES OF THE PLAN. The Company shall pay all expenses
incurred to administer the Plan.
11
<PAGE>
Section 13.4 CHOICE OF LAW. Every option and SAR at any time granted under
this Plan shall be deemed to be a contract made under the laws of the State of
Illinois. For all purposes, both this Plan and every option and SAR granted
under this Plan shall be construed in accordance with and governed by the laws
of the State of Illinois.
12
EXHIBIT 99
[LOGO]
Safety-Kleen Corp.
1000 North Randall Road
Elgin, IL 60123
(847) 697-8460
For further information:
FOR IMMEDIATE RELEASE CONTACT: MAUREEN FISK
(847) 468-2452
SAFETY-KLEEN REPORTS SECOND QUARTER 1997
AND YEAR TO DATE RESULTS
ELGIN, ILLINOIS -- JULY 8, 1997 -- Safety-Kleen Corp. (NYSE:SK) today announced
results for the second quarter ended June 14, 1997. Consolidated revenue for the
12-week period was $230 million, up 9% compared with $211 million in the same
quarter in 1996. Net earnings were $13.3 million, or $0.23 per share, compared
with $13.6 million, or $0.23, in the same quarter one year ago.
For the first twenty-four weeks of 1997, consolidated revenue increased 9% from
the previous year to $450 million. Net earnings for the first two quarters of
1997 totaled $25.2 million compared with $26.7 million in 1996. On a per share
basis, earnings were $0.43 in 1997 versus $0.46 one year ago.
Commenting on the results, President and Chief Executive Officer, John G.
Johnson, Jr., stated, "We are pleased with the revenue increases compared with
the previous year. Revenue from our Industrial Parts Cleaner Service grew 10%
while the Fluid Recovery service jumped nearly 18%, reflecting the addition of
the Lab Pack Service announced earlier this year. The Lab Pack market is in
excess of $400 million and we see an excellent opportunity to leverage existing
relationships as we introduce this service. Automotive/Retail Repair Services
increased 11% compared with the second quarter last year due primarily to the
contribution from Vacuum Services. Our new services, which we define as Imaging,
Vacuum and Lab Pack, collectively contributed $11.5 million in revenue during
the quarter or approximately $50 million on an annualized basis."
- MORE -
[LOGO] Printed on recycled paper.
<PAGE>
[LOGO]
SAFETY-KLEEN CORP.
ADD ONE
Johnson added, "We continue to move forward with our new business strategy and
currently have the next extension to our Industrial Fluid Recovery Service in
the test stage."
Johnson further noted, "On the earnings side, the Company's margins have been
impacted by the start up costs associated with our new businesses. We believe
these services will begin to contribute to the earnings momentum by year-end.
Our results also continue to be negatively affected by the depressed lube oil
pricing. Had pricing remained constant with prices in the second quarter of
1996, consolidated revenue and net earnings for the second quarter would have
increased by 10% and 8%, respectively," Johnson concluded.
The Company also announced that its European operations continued to show solid
improvement for the quarter with revenue increasing 7%, excluding the impact of
currency fluctuations. Net earnings doubled those of the corresponding period
last year.
Safety-Kleen is a leading industrial and environmental service company dedicated
to helping businesses recycle and process their waste streams. Safety-Kleen
stock is traded on the New York Stock Exchange under the symbol "SK". For
further information, contact Safety-Kleen via e-mail: [email protected]
PRIVATE SECURITIES LITIGATION REFORM ACT DISCLOSURE
This press release contains various forward-looking statements, including
revenue and operating projections. There are many factors that could cause
actual results to differ materially, such as: adoption of new environmental laws
and regulations; general business conditions, such as the level of competition;
changes in demand for the Company's services and the price of petroleum based
products.
- END -
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
($ in thousands, except per share amounts)
<CAPTION>
TWELVE TWENTY-FOUR
WEEKS ENDED WEEKS ENDED
Jun. 14,1997 Jun. 15, 1996 Jun. 14,1997 Jun. 15, 1996
Revenue
North America
<S> <C> <C> <C> <C>
Automotive/Retail Repair Services $60,559 $54,498 $119,876 $109,107
Industrial Services
Parts Cleaner 31,737 28,870 62,766 57,633
Fluid Recovery 38,746 32,973 73,103 63,421
Total Industrial 70,483 61,843 135,869 121,054
Oil Recovery Services 35,656 36,074 68,514 66,473
Other 38,208 34,978 75,457 68,012
Total North America 204,906 187,393 399,716 364,646
Europe 25,022 23,962 50,442 48,432
Consolidated Revenue 229,928 211,355 450,158 413,078
Operating costs and expenses 171,707 154,788 335,791 300,611
Gross profit 58,221 56,567 114,367 112,467
Selling and administrative expenses 32,730 30,099 65,305 59,827
Operating income 25,491 26,468 49,062 52,640
Interest expense, net 3,991 4,194 8,125 8,278
Earnings before income taxes 21,500 22,274 40,937 44,362
Income taxes 8,159 8,670 15,758 17,681
Net earnings $13,341 $13,604 $25,179 $26,681
Earnings per common and common
equivalent share $0.23 $0.23 $0.43 $0.46
Average number of common and common
equivalent shares outstanding 58,286 58,041 58,355 57,983
Cash dividends per common share $0.09 $0.09 $0.18 $0.18
- ------------------------------------------------
1. The Company's interim reporting periods are twelve weeks each for the first
three reporting periods of the year and seventeen and sixteen weeks for the
fourth reporting period of 1997 and 1996, respectively.
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEET
($ in millions)
JUNE 14, 1997 DEC. 28, 1996
------------- -------------
Assets
<S> <C> <C>
Current Assets $ 240.3 $ 230.1
Property, plant and equipment, net 634.9 646.8
Other assets 168.9 167.9
------------ -------------
============ =============
$ 1,044.1 $ 1,044.8
============ =============
Liabilities and Shareholders' Equity
Current liabilities $ 162.2 $ 157.8
Long-term debt 261.7 277.0
Other liabilities and deferrals 133.0 129.7
Shareholders' equity 487.2 480.3
------------ -------------
============ =============
$ 1,044.1 $ 1,044.8
============= =============
</TABLE>
