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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the twelve and thirty-six weeks ended September 6, 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.
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(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
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(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 September 6, 1997 were 58,400,729.
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 September 6, 1997 and December 28, 1996, results of
operations for the twelve and thirty-six week periods ended September 6, 1997
and September 7, 1996 and cash flows for the thirty-six week periods ended
September 6, 1997 and September 7, 1996. The 1997 interim results reported
herein may not necessarily be indicative of the results of operations for the
full year 1997.
1
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollar amounts are in thousands except per share data)
ASSETS
SEPT. 6, 1997 DECEMBER 28, 1996
Current assets:
Cash and cash equivalents ............ $ 13,273 $ 10,648
Trade accounts receivable, less
allowances of $8,056 and $8,416,
respectively ......................... 141,597 132,436
Inventories .......................... 48,853 49,971
Deferred tax assets .................. 11,957 11,973
Prepaid expenses and other ........... 24,701 25,105
---------- ----------
Total current assets ............... 240,381 230,133
---------- ----------
Equipment at customers and
components, at cost, less
accumulated depreciation of
$44,991 and $45,811, respectively .... 124,127 124,491
Property, plant and equipment, at
cost, less accumulated
depreciation of $372,838 and
$349,921, respectively ............... 505,434 522,336
Intangible assets, at cost, less
accumulated amortization of
$88,531 and $77,106, respectively .... 136,479 137,209
Other assets ............................ 30,771 30,654
---------- ----------
$1,037,192 $1,044,823
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Dividends payable .................... $ 5,259 $ -
Trade accounts payable ............... 63,563 69,684
Accrued salaries, wages and
employee benefits .................... 27,054 25,510
Other accrued expenses ............... 30,395 29,237
Insurance reserves ................... 14,341 13,621
Accrued environmental liabilities .... 8,854 8,941
Income taxes payable ................. 16,120 10,800
----------- -----------
Total current liabilities ......... 165,586 157,793
----------- -----------
Long-term debt .......................... 246,080 276,954
----------- -----------
Deferred tax liability .................. 57,361 49,849
----------- -----------
Accrued environmental liabilities ....... 34,838 40,260
----------- -----------
Other liabilities ....................... 37,609 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 58,400,729
and 58,246,939 shares, respectively).. 5,839 5,825
Additional paid-in capital ........... 194,977 192,755
Retained earnings .................... 320,719 296,225
Cumulative translation adjustments ... (25,817) (14,515)
----------- -----------
495,718 480,290
----------- -----------
$ 1,037,192 $ 1,044,823
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollar amounts are in thousands except per share data)
Twelve Weeks Ended Thirty-six Weeks Ended
----------------------- -----------------------
Sept. 6, Sept. 7, Sept. 6, Sept. 7,
1997 1996 1997 1996
---------- ---------- ---------- ----------
Revenue ...................... $ 230,014 $ 213,098 $ 680,172 $ 626,176
--------- --------- --------- ---------
Costs and expenses:
Operating costs
expenses .................. 171,352 155,274 507,143 455,885
Selling and
administrative expenses ... 31,274 30,456 96,579 90,283
Interest income ........... (299) (208) (829) (640)
Interest expense .......... 3,707 4,388 12,362 13,098
--------- --------- --------- ---------
206,034 189,910 615,255 558,626
--------- --------- --------- ---------
Earnings before income taxes . 23,980 23,188 64,917 67,550
Income taxes ................. 8,862 9,184 24,620 26,865
--------- --------- --------- ---------
Net earnings ................. $ 15,118 $ 14,004 $ 40,297 $ 40,685
========= ========= ========= =========
Earnings per common and
common equivalent share: ... $ 0.26 $ 0.24 $ 0.69 $ 0.70
========= ========= ========= =========
Average number of common and
common equivalent shares
outstanding ................ 58,665 58,330 58,490 58,078
========= ========= ========= =========
Cash dividends per common
share ........................ $ 0.09 $ 0.09 $ 0.27 $ 0.27
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
3
SAFETY-KLEEN CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts are in thousands)
Thirty-six Weeks Ended
Sept. 6, Sept. 7,
1997 1996
-------- --------
Net cash provided by operating activities ............ $ 99,872 $ 70,984
-------- --------
Cash flows used in investing activities:
Equipment at customers and component
additions ......................................... (14,027) (17,470)
Property, plant and equipment additions ........... (21,578) (23,755)
Business acquisitions and other ................... (22,279) (32,889)
-------- --------
Net cash used in investing activities ............ (57,884) (74,114)
-------- --------
Cash flows from (used in) financing activities:
Net borrowings (payments) ......................... (30,874) 6,181
Dividends ......................................... (10,544) (10,446)
Other ............................................. 2,236 1,514
-------- --------
Net cash provided from (used in)
financing activities .......................... (39,182) (2,751)
-------- --------
Effect of exchange rate changes on cash .............. (181) (93)
-------- --------
Net increase (decrease) in cash and cash
equivalents ........................................ 2,625 (5,974)
Cash and cash equivalents at beginning of
year ................................................. 10,648 22,238
-------- --------
Cash and cash equivalents at end of the
reporting period ..................................... $ 13,273 $ 16,264
======== ========
Supplemental disclosures of cash paid during the reporting period:
Interest (net of amount capitalized) ............... $ 12,605 $ 11,719
======== ========
Income taxes paid (net of refunds received) ........ $ 11,332 $ 13,513
======== ========
The accompanying notes are an integral part of these financial statements.
4
SAFETY-KLEEN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES
The Company's inventories consist primarily of solvent, oil and supplies.
LIFO inventories at September 6, 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 September 6, 1997 and December 28, 1996,
respectively.
2. ACQUISITIONS
During the first thirty-six 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 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.
5
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 $74.8 million at September 6, 1997. Year-to-date capital spending for
equipment at customers and property, plant and equipment additions excluding
business acquisitions totaled $35.6 million. These expenditures were mainly
financed by internally generated cash. The Company's total long-term debt
decreased by $30.9 million during the first thirty-six weeks of 1997 to $246.1
million at September 6, 1997.
The Company's long-term debt to total capital ratio was 33.2% at September
6, 1997 and 36.6% at December 28, 1996. The Company expects its long-term debt
to total capital ratio to remain steady 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.
6
RESULTS OF OPERATIONS
COMPARISON OF THE TWELVE WEEK PERIODS ENDED
SEPTEMBER 6, 1997 AND SEPTEMBER 7, 1996
REVENUE
Revenue for the twelve weeks ended September 6, 1997 was $230 million, up
$17 million, or 8%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the twelve weeks ended September 6, 1997 and September 7, 1996 was as
follows:
THOUSANDS OF DOLLARS
Percentage
SEPTEMBER 6, SEPTEMBER 7, Increase
1997 1996 (Decrease)
---- ---- ----------
North America
Industrial Services .................. $ 69,941 $ 62,807 11%
Automotive/Retail Repair Services .... 61,958 56,200 10%
Oil Recovery Services ................ 37,622 36,015 4%
Other Services ....................... 36,300 34,583 5%
-------- -------
Total North America .................... 205,821 189,605 9%
Europe ................................. 24,193 23,493 3%
-------- -------
Consolidated ........................... $230,014 $213,098 8%
======== ========
NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American Industrial
Services revenue for the current reporting period included $38.0 million from
the Fluid Recovery Service, which represented a $4.8 million, or 14%, increase
over the comparable period of 1996. Of this increase, approximately 12
percentage points resulted from the expansion of the Company's new lab-pack and
pass-by waste programs in 1997, and the remaining 2 percentage points were
primarily due to improved pricing.
The North American Industrial Parts Cleaner Service accounted for the
remaining $31.9 million of revenue, which represented an increase of $2.3
million, or 8%, from the comparable period of 1996. The 8% improvement in
revenue consisted of a 5% increase due to price and a 3% increase in volume.
7
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES ("ARRS"). The Company's
ARRS revenue increased by $5.8 million, or 10%, from the comparable period of
1996. The Vacuum Service, which was introduced during the second half of 1996,
increased revenue by $4.2 million. Automotive Parts Cleaner Service revenue
increased $0.9 million, or 2%. This improvement in revenue reflected a 4%
increase due to price partially offset by a decline in volume of approximately
2%. The balance of the ARRS revenue increase was largely due to higher absorbent
sales.
NORTH AMERICAN OIL RECOVERY SERVICES. Revenue increased approximately $1.6
million, or 4%, from the third quarter of 1996. Had base oil pricing remained
consistent with year ago levels, revenues would have been approximately $1.9
million higher. This decline was more than offset by increased revenue from
higher lube oil volume. Three percentage points of the overall revenue increase
came from higher pricing in the automotive used oil collection business.
NORTH AMERICAN OTHER SERVICES. Revenue from Other Services during the
current reporting period increased $1.7 million, or 5%, from the comparable
period of 1996. Revenue from Imaging Services increased by approximately $0.5
million, or 10%, from the comparable period of 1996. The balance of the revenue
improvement was due to higher revenue from the Company's North American
Envirosystems and Paint Refinishing businesses.
EUROPE. European revenues of $24.2 million were up $0.7 million, or 3%,
from the comparable period of 1996. The impact of foreign currency exchange
rates reduced European revenue in the current quarter by approximately $2.4
million. Most major businesses showed increases in local currency revenue.
OPERATING COSTS AND EXPENSES
Operating costs and expenses as a percentage of revenue was 74.5% in the
current reporting period, compared to 72.9% for the third quarter of 1996. The
increase was caused by lower lube oil pricing, as discussed above, and the
impact of new business development. Although the new businesses contributed $7.0
million in revenue growth from the third quarter of 1996, they continued to
operate at essentially break-even on the gross margin line due to initial
rollout expenses.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses decreased from 14.3% of revenue in
1996 to 13.6% of revenue in 1997 due to lower employee related expenses and
improved revenue. Approximately $2.6 million of severance costs incurred in the
quarter were offset by adjustments to reserves of a similar amount.
8
INTEREST EXPENSE
Interest expense decreased $0.7 million to $3.7 million during the current
reporting period due primarily to lower borrowings.
INCOME TAXES
The Company's effective income tax rate was 37.0% for the twelve weeks
ended September 6, 1997 and 39.6% 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.
9
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTY-SIX WEEK PERIODS ENDED
SEPTEMBER 6, 1997 AND SEPTEMBER 7, 1996
REVENUE
Revenue for the thirty-six weeks ended September 6, 1997 was $680 million,
up $54 million, or 9%, from the comparable period last year.
Revenue derived from the Company's North American and European operations
during the thirty-six weeks ended September 6, 1997 and September 7, 1996 was as
follows:
THOUSANDS OF DOLLARS
Percentage
SEPTEMBER 6, SEPTEMBER 7, Increase
1997 1996 (Decrease)
---- ---- ----------
North America
Industrial Services ................. $205,810 $183,861 12%
Automotive/Retail Repair Services ... 181,834 165,307 10%
Oil Recovery Services ............... 106,136 102,488 4%
Other Services ...................... 111,757 102,595 9%
-------- --------
Total North America ................... 605,537 554,251 9%
Europe ................................ 74,635 71,925 4%
-------- --------
Consolidated .......................... $680,172 $626,176 9%
======== ========
NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American
Industrial Services revenue for the first thirty-six weeks of 1997 included
$111.1 million from the Fluid Recovery Service, which represented a $14.5
million, or 15%, increase over the comparable period of 1996. Approximately 10
percentage points of this revenue increase resulted from the expansion of the
Company's new lab-pack and pass-by waste service offerings. The balance of the
revenue increase reflected a 4 percentage point improvement due to price and
a one percentage point improvement due to volume.
The North American Industrial Parts Cleaner Service accounted for the
remaining $94.7 million of revenue, which represented an increase of $7.5
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.
10
NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES. The Company's ARRS
revenue during the first thirty-six weeks of 1997 increased by $16.5 million, or
10%, from the comparable period of 1996. The Vacuum Service program, introduced
during the second half of 1996, accounted for $10.6 million of the revenue
increase. Automotive Parts Cleaner Service revenue increased $3.0 million, or
2%, from the comparable period of 1996, reflecting an increase of 5% due to
price, which was 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 $3.6
million, or 4%, due mainly to improved revenue from the automotive used oil
collection business, evenly split between pricing and volume. A
16% decline in the average price of base lube oil caused revenue to be $5.6
million lower than the comparable period of 1996. This decline in revenue was
primarily offset by increased volumes of lube oil and fuel oil sales.
NORTH AMERICAN OTHER SERVICES. Revenue from Other Services increased $9.2
million, or 9%, from the comparable period of 1996. Revenue from the Company's
Envirosystems business increased by approximately $5.0 million due mainly to
higher volume. Revenue from the Imaging Services business increased by
approximately $3.1 million, or 22%, during the first thirty-six weeks of 1997
from the comparable period of 1996. This revenue increase reflected higher
branch service volume. The remaining $1.1 million increase in revenue from Other
Services was primarily attributable to higher revenue from Paint Refinishing
Services.
EUROPE. European revenues for the first thirty-six weeks of 1997 were
$74.6 million, up $2.7 million, or 4%, from the comparable period of 1996.
Changes in foreign currency exchange rates reduced revenues by approximately
$4.0 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 thirty-six 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.
11
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses as a percent of revenue decreased from
14.4% for the first thirty-six weeks of 1996 to 14.2% for the comparable period
of 1997 due mainly to improved revenue and lower employee related costs
experienced in the third quarter of 1997. Severance costs incurred in the third
quarter were offset by adjustments to reserves of a similar amount.
INTEREST EXPENSE
Interest expense of $12.4 million for the first thirty-six weeks of 1997
was $0.7 million lower than the comparable period of 1996 due primarily to lower
borrowings.
INCOME TAXES
The Company's effective income tax rate was 37.9% for the thirty-six weeks
ended September 6, 1997 and 39.8% for the comparable period of 1996. The lower
tax rate was caused by lower non-deductible expenses and the timing of certain
tax benefits received in 1997 that were not received in 1996.
12
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 September 6, 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.
13
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.
14
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
10.1 Severance Agreement with John G. Johnson, Jr. dated
August 8, 1997
10.2 Form of Safety-Kleen Corp. Severance Agreement
10.2.1 Schedule of Participants to Safety-Kleen Corp.
Severance Agreement
10.3 Safety-Kleen 1997 Management Incentive Plan
10.4 Safety-Kleen 1998 Management Incentive Plan
21 Subsidiaries of the Registrant
27 Financial Data Schedule (EDGAR filing only).
99 Press release issued September 29, 1997 regarding the
Company's results of operations during the twelve weeks
ended September 6, 1997.
(b) Reports on Form 8-K
On August 8, 1997, the Company issued a press release reporting
the resignation of John G. Johnson, Jr. and the exploration of
strategic options for enhancing shareholder value. The press
release was filed on Form 8-K on August 11, 1997.
15
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 21st day of October, 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