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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Safety-Kleen Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-6090019
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(State of incorporation or organization) (IRS Employer
Identification No.)
One Brinckman Way, Elgin, Illinois 60123-7857
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities.
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On November 20, 1997, Safety-Kleen Corp., a Wisconsin corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with SK Parent Corp., a Delaware corporation ("Parent"), and SK
Acquisition Corp. a Wisconsin corporation ("Purchaser"). In connection with the
Merger Agreement, the Board of Directors of the Company approved a Second
Amendment, dated as of November 20, 1997 (the "Second Amendment"), to the Rights
Agreement, dated as of November 9, 1988 (as amended by the First Amendment dated
August 9, 1990 (the "First Amendment") and the Second Amendment, the "Rights
Agreement" (except where the context otherwise requires)), between the Company
and The First National Bank of Chicago, as Rights Agent. The Second Amendment
provides, among other things, that the execution, delivery and performance of
the Merger Agreement will not (i) cause Parent, Purchaser or any of their
respective Affiliates or Associates to become an "Acquiring Person" (as defined
in the Rights Agreement), (ii) give rise to a "Distribution Date" (as defined in
the Rights Agreement) or (iii) trigger certain other events specified in the
Rights Agreement.
The following is a description of the Company's Rights Agreement as
amended.
On November 9, 1988, the Board of Directors of the Company declared a
dividend of one common share purchase right ("Right") on each outstanding share
of the Company's Common Stock, $.10 par value per share (the "Common Shares"),
payable to shareholders of record on November 21, 1988 (the "Record Date").
Each Right entitles the holder thereof to buy one Common Share at an exercise
price of $73.00, subject to adjustment. The terms of the Rights are set forth
in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (excluding Parent,
Purchaser and their respective affiliates and associates unless any such person
acquires beneficial ownership of 20% or more of the outstanding Common Shares
other than pursuant to the terms of the Merger Agreement) (an "Acquiring
Person") have acquired beneficial ownership of 20% or more of the outstanding
Common Shares or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of affiliated or
associated persons of 20% or more of such outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"), the Rights will be
evidenced by Common Share certificates. Notwithstanding the foregoing, a
Distribution Date shall not be deemed to have occurred solely as a result of (i)
the approval, execution or delivery of the Merger Agreement, or (iii) the
commencement or consummation of the transactions contemplated by the Merger
Agreement.
A person shall not be deemed to have become an "Acquiring Person" for any
purposes if, as determined in good faith by the Board of Directors, he
inadvertently becomes an Acquiring
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Person and promptly thereafter divests himself of sufficient number of Common
Shares to no longer be an "Acquiring Person".
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 21, 1998 (the "Final Expiration Date"), unless the
Rights are earlier redeemed by the Company, as described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants (other
than those referred to above). With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional Common Shares
will be issued and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading day prior to the date
of exercise.
If any person becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will be void),
will have the right to receive upon exercise of such Right that number of Common
Shares having a market value of two times the exercise price of the Right.
In addition, if the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right.
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Notwithstanding anything in the Rights Agreement to the contrary, holders
of Rights will not have the right to exercise such Rights as set forth in the
immediately preceding two paragraphs, and the Board of Directors of the Company
will not have the right described in the next paragraph, solely as a result of
(i) the approval, execution or delivery of the Merger Agreement, or (ii) the
commencement or consummation of the transactions contemplated by the Merger
Agreement.
At any time after a person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
At any time before a person or group becomes an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right, subject to adjustment (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of the Rights will
be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the threshold for exercisability of the Rights from 20% to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement, dated as of November 9, 1988, between Safety-Kleen
Corp. and The First National Bank of Chicago, as Rights Agent, is filed as
Exhibit 1 to the Company's Registration Statement on Form 8-A dated December 28,
1988. The First Amendment is filed as Exhibit 1 to the Company's Form 8 dated
August 27, 1990. The Second Amendment is attached as Exhibit 1.3 to this Form
8-A/A. The Board of Directors of the Company adopted a resolution on November
14, 1997 which is described in the Company's Form 8-K dated November 14, 1997.
The foregoing summary description of the Rights does not purport to be complete
and is qualified in its entirety by the reference to such exhibits and Form 8-K,
which are hereby incorporated herein by reference in their entirety.
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Item 2. Exhibits.
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1.1 Rights Agreement, dated as of November 9, 1988, between Safety-Kleen
Corp. and The First National Bank of Chicago, as Rights Agent
(incorporated by reference to the Company's Registration Statement on
Form 8-A dated December 28, 1988).
1.2 First Amendment, dated as of August 10, 1990, between Safety-Kleen
Corp. and The First National Bank of Chicago (incorporated by
reference to the Company's Form 8 dated August 27, 1990 amending the
Form 8-A dated December 28, 1988).
1.3 Second Amendment dated as of November 20, 1997 between Safety-Kleen
Corp. and The First National Bank of Chicago, as Rights Agent (filed
herewith).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SAFETY-KLEEN CORP.
/s/ DONALD W. BRINCKMAN
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Donald W. Brinckman
Dated: November 20, 1997 Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
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1.1 Rights Agreement, dated as of November 9, 1988, between Safety-Kleen Corp.
and The First National Bank of Chicago, as Rights Agent (incorporated by
reference to the Company's Registration Statement on Form 8-A dated
December 28, 1988).
1.2 First Amendment, dated as of August 10, 1990, between Safety-Kleen Corp.
and The First National Bank of Chicago (incorporated by reference to the
Company's Form 8 dated August 27, 1990 amending the Form 8-A dated December
28, 1988).
1.3 Second Amendment dated as of November 20, 1997 between Safety-Kleen Corp.
and The First National Bank of Chicago, as Rights Agent (filed herewith).
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EXHIBIT 1.3
SECOND AMENDMENT TO RIGHTS AGREEMENT
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SECOND AMENDMENT dated as of November 20, 1997 (the "Second Amendment") to
the Rights Agreement dated as of November 9, 1988, as amended (the "Rights
Agreement"), between Safety-Kleen Corp., a Wisconsin corporation (the
"Company"), and The First National Bank of Chicago, as Rights Agent (the "Rights
Agent").
Pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time amend the Rights Agreement in accordance with
Section 27 thereof. All acts and things necessary to make this Second Amendment
valid and enforceable have been performed and done, including, as required by
Section 27(b) of the Rights Agreement, the delivery by the Company to the Rights
Agent of certified resolutions of the Board of Directors of the Company. Unless
the context otherwise requires, terms not defined herein have the same meanings
as in the Rights Agreement.
In consideration of the foregoing and the mutual agreements herein, the
Company and the Rights Agent agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by deleting the
first sentence of that section and substituting the following therefor:
"(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the aggregate number of Common Shares of the Company then
issued and outstanding, but shall not include (i) the Company, (ii) any
Subsidiary, (iii) any employee benefit plan of the Company or any
Subsidiary, (iv) any entity holding Common Shares for or pursuant to the
terms of any such plan, or (v) SK Parent Corp., a Delaware corporation
("Parent"), SK Acquisition Corp., a Wisconsin Corp. ("Purchaser"), or any
Affiliate or Associate of Parent or Purchaser; provided, however, that
Parent, Purchaser and the Affiliates and Associates of Parent and Purchaser
will not be excepted from this definition of "Acquiring Person" in the
event that any of Parent, Purchaser or any Affiliate or Associate of Parent
or Purchaser becomes the Beneficial Owner of 20% or more of the aggregate
number of Common Shares of the Company then issued and outstanding other
than pursuant to the terms of the Agreement and Plan of
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Merger, dated as of November 20, 1997 (the "Merger Agreement"), between the
Company, Parent and Purchaser.
2. Section 3(a) of the Rights Agreement is hereby amended by adding as
the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, a Distribution
Date shall not be deemed to have occurred solely as a result of (i) the
approval, execution or delivery of the Merger Agreement, or (ii) the
commencement or consummation of the transactions contemplated by the Merger
Agreement."
3. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding
as the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, an event
described in this subparagraph (ii) of Section 11(a) shall not be deemed to
have occurred solely as a result of (i) the approval, execution or delivery
of the Merger Agreement, or (ii) the commencement or consummation of the
transactions contemplated by the Merger Agreement."
4. Section 13(a) of the Rights Agreement is hereby amended by adding as
the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, an event
described in any of clauses (i), (ii) or (iii) of this Section 13(a) shall
not be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Merger Agreement, or (ii) the commencement or
consummation of the transactions contemplated by the Merger Agreement."
5. This Second Amendment shall be governed by and construed in accordance
with the laws of the State of Wisconsin applicable to contracts made and
performed entirely within such state.
6. In all respects not inconsistent with this Second Amendment, the
Rights Agreement is hereby ratified, approved and confirmed. In executing and
delivering this Second
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Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the Rights Agreement.
7. If any term, provision, covenant or restriction of the Second
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the other terms, provisions, covenants and
restrictions of this Second Amendment, and of the Rights Agreement, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
8. This Second Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which shall together constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and attested, all as of the date first above written.
SAFETY-KLEEN CORP.
By: /S/DONALD W. BRINCKMAN
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THE FIRST NATIONAL BANK OF CHICAGO
By: /S/LARRY WOODS
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