============================================================================== 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 weeks ended March 28, 1998. ___ 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 No.) of incorporation or 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 March 28, 1998 were 60,101,962. 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 January 3, 1998. 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 March 28, 1998 and January 3, 1998, results of operations and comprehensive income for the twelve week periods ended March 28, 1998 and March 22, 1997 and cash flows for the twelve week periods ended March 28, 1998 and March 22, 1997. The 1998 interim results reported herein may not necessarily be indicative of the results of operations for the full year 1998. 1 SAFETY-KLEEN CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollar amounts are in thousands except per share data) ASSETS MARCH 28, 1998 JANUARY 3, 1998 Current assets: Cash and cash equivalents $ 30,458 $ 11,202 Trade accounts receivable, less allowances of $7,977 and $7,634, respectively 134,183 131,092 Inventories 51,849 51,339 Deferred tax assets 10,177 10,694 Prepaid expenses and other 20,662 20,099 --------- --------- Total current assets 247,329 224,426 --------- --------- Equipment at customers and components, at cost, less accumulated depreciation of $44,853 and $44,928, respectively 130,569 127,631 Property, plant and equipment, at cost, less accumulated depreciation of $393,379 and $384,422, respectively 497,128 502,110 Intangible assets, at cost, less accumulated amortization of $73,524 and $95,568, respectively 143,017 144,536 Other assets 37,092 36,003 --------------- ---------------- $1,055,135 $1,034,706 =============== ================ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short term debt $213,000 $ 37 Trade accounts payable 78,053 75,284 Accrued salaries, wages and employee benefits 28,096 29,769 Other accrued expenses 24,343 28,343 Insurance reserves 12,855 12,614 Accrued environmental liabilities 8,376 8,382 Income taxes payable 1,049 1,014 --------------- --------------- Total current liabilities 365,772 155,443 --------------- --------------- Long-term debt - 214,234 --------------- --------------- Deferred tax liabilities 67,259 65,607 --------------- --------------- Accrued environmental liabilities 31,436 32,888 --------------- --------------- Other liabilities 37,760 37,067 --------------- --------------- 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 60,101,962 and 59,191,462 shares, respectively) 6,010 5,919 Additional paid-in capital 231,175 212,504 Retained earnings 342,868 338,318 Cumulative translation adjustments (27,145) (27,274) --------------- --------------- 552,908 529,467 --------------- --------------- $1,055,135 $1,034,706 =============== =============== 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 ---------------------------- March 28, March 22, 1998 1997 ----------- ------------ Revenue $241,777 $220,230 Operating costs and expenses 181,781 164,084 Selling and administrative expenses 34,552 32,575 ----------- ------------ Operating income 25,444 23,571 Interest income (408) (227) Interest expense 3,612 4,361 Merger related costs 5,997 - ----------- ------------ Earnings before income taxes 16,243 19,437 Income taxes 6,286 7,599 ----------- ------------ Net earnings $ 9,957 $ 11,838 =========== ============ Earnings per common share: Basic $0.17 $0.20 Diluted $0.16 $0.20 =========== ============ Cash dividends per common share $0.09 $0.09 =========== ============ The accompanying notes are an integral part of these financial statements. SAFETY-KLEEN CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollar amounts are in thousands) Twelve Weeks Ended ---------------------------- March 28, March 22, 1998 1997 ----------- ------------ Net earnings $ 9,957 $11,838 Unrealized foreign currency translation adjustments 129 (7,197) ---------- ------------ Comprehensive income $10,086 $ 4,641 ========== ============ ============================================================================== 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) Twelve Weeks Ended Mar. 28, Mar. 22, 1998 1997 ------------ ------------ Cash flows from operating activities: Net earnings $9,957 $11,838 Depreciation and amortization 19,046 17,658 All other operating activities (net) 1,534 (10,856) ------------ ------------ Net cash provided by operating activities $30,537 $18,640 ------------ ------------ Cash flows used in investing activities: Equipment at customers and component additions (8,709) (4,857) Property, plant and equipment additions (5,686) (6,992) Business acquisitions and other (5,963) (8,399) ------------ ------------ Net cash used in investing activities (20,358) (20,248) ------------ ------------ Cash flows from (used in) financing activities: Net borrowings (payments) (1,271) 9,387 Proceeds from stock option exercises 15,763 362 Cash dividends paid (5,406) - ------------ ------------ Net cash from (used in) financing activities 9,086 9,749 ------------ ------------ Effect of exchange rate changes on cash (9) (164) ------------ ------------ Net increase in cash and cash equivalents 19,256 7,977 Cash and cash equivalents at beginning of year 11,202 10,648 ------------ ------------ Cash and cash equivalents at end of the $30,458 $18,625 reporting period ============ ============ Supplemental disclosures of cash paid during the reporting period: Interest (net of amount capitalized) $7,491 $7,298 ============ ============ Income taxes paid (net of refunds received $119 $774 ============ ============ The accompanying notes are an integral part of these financial statements. 4 SAFETY-KLEEN CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. MERGER RELATED COSTS On August 8, 1997, the Company's Board of Directors ("Board") initiated a process to review strategic alternatives including the sale of all or part of the Company. On November 20, 1997, the Board approved a merger agreement with SK Parent Corp. (a Delaware corporation owned equally by Phillips Services Corp., affiliates of Apollo Management, L.P. and affiliates of Blackstone Partners III, L.L.C.) but subsequently was unable to gain the necessary shareholder approval for the agreement. The Board then terminated the merger agreement with SK Parent and began negotiations with Laidlaw Environmental. On March 15, 1998, the Board unanimously approved a definitive merger agreement ("Merger Agreement") with Laidlaw Environmental which provides for an exchange offer followed by a back-end merger. By April 7, 1998, Laidlaw Environmental had acquired a total of 55,751,582 shares which were validly tendered under the exchange offer and constituted approximately 93% of the outstanding shares of Safety-Kleen. A special shareholder meeting has been scheduled for May 18, 1998 to vote on approval of the merger. During the first twelve weeks of 1998, the Company incurred $6.0 million of costs in conjunction with this process. 2. EARNINGS PER SHARE The weighted average number of common shares outstanding for the twelve weeks ended March 28, 1998 and March 22, 1997 were as follows (in thousands): 1998 1997 --------- --------- Weighted average number of shares outstanding - basic 59,652 58,258 Dilutive effect of stock options and warrants 1,479 162 --------- -------- Weighted average number of common shares outstanding - diluted 61,131 58,420 ========= ========= The Company had additional stock options of 309,525 and 2,370,103 shares at March 28, 1998 and March 22, 1997, respectively, which were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common share. 5 3. COMPREHENSIVE INCOME In 1998, the Company adopted Statement of Financial Accounting Standard ("SFAS") No. 130 on "Reporting Comprehensive Income" which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distribution to owners in a financial statement for the period in which they are recognized. The Company has selected to present separate Consolidated Statements of Comprehensive Income following the Consolidated Statements of Earnings. The prior year has been restated to conform to the SFAS No. 130 requirements. 4. INVENTORIES The Companies inventories consist of the following (expressed in thousands): March 28, 1998 January 3, 1998 ------------------ -------------------- Oil $12,878 $12,759 Solvent, Drums and Other 38,971 38,580 ------------------ -------------------- Total $51,849 $51,339 ================== ==================== LIFO inventories at March 28, 1998 and January 3, 1998 were $5.9 and $5.5 million, respectively. Under the FIFO method of accounting (which approximates current or replacement cost), inventories would have been $0.4 million higher at March 28, 1998 and January 3, 1998. 5. DEBT The Company reclassified all outstanding long-term debt to short term as all debt will be paid off in 1998 as a consequence of change of control provisions included in the Company's credit agreements. These provisions were triggered by the acquisition of 93% of the Company's outstanding common stock, in April of 1998 by Laidlaw Environmental. 6. INTERIM REPORTING PERIODS The Company's interim reporting periods are twelve weeks each for the first three reporting periods of the year, and sixteen and seventeen weeks for the fourth reporting period of 1998 and 1997, respectively. 6 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: DEVELOPMENTS RELATED TO THE MERGER AGREEMENT AND THE INTEGRATION OF SAFETY-KLEEN'S BUSINESS AND OPERATIONS WITH THOSE OF LAIDLAW ENVIRONMENTAL; 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 AND OTHER DOCUMENTS THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The Company's working capital decreased from $69.0 million at January 3, 1998 to a negative $118.4 million at March 28, 1998. The Company reclassified approximately $213.0 million of debt from long-term to short-term as all debt will be paid off as a consequence of change of control provisions included in the Company's credit agreements. The provisions were triggered by the Laidlaw Environmental Services, Inc. ("Laidlaw Environmental") acquisition of 93% of the Company's common stock in April of 1998. It is the intention of Laidlaw Environmental that the debt of Safety-Kleen will be paid off by the use of additional borrowings under its own long-term credit facilities. Year-to-date capital spending for equipment at customers and property, plant and equipment additions totaled $14.4 million. These expenditures were mainly financed by internally generated cash. The Company's total debt, including both long-term and short-term debt, at March 28, 1998 decreased by $1.3 million from 1997 fiscal year-end. The Company's total debt to total capital ratio was 27.8% at March 28, 1998 and 28.8% at January 3, 1998. The Company expects its total debt to total capital ratio to change significantly from its current level as a result of the completion of the merger. 8 RESULTS OF OPERATIONS COMPARISON OF THE TWELVE WEEK PERIODS ENDED MARCH 28, 1998 AND MARCH 22, 1997 REVENUE Revenue for the twelve weeks ended March 28, 1998 was $242 million, up $22 million, or 10%, from the comparable period last year. Revenue derived from the Company's North American and European operations during the twelve weeks ended March 28, 1998 and March 22, 1997 was as follows: THOUSANDS OF DOLLARS Percentage Increase MARCH 28, 1998 MARCH 22, 1997 (DECREASE) North America Industrial Services $ 76,793 $ 65,386 17% Automotive/Retail Repair Services 62,960 59,317 6% Oil Recovery Services 33,140 32,858 1% Other Services 42,587 37,249 14% --------------- --------------- Total North America 215,480 194,810 11% Europe 26,297 25,420 3% --------------- --------------- Consolidated $241,777 $220,230 10% =============== =============== NORTH AMERICAN INDUSTRIAL SERVICES. The Company's North American Industrial Services revenue for the current reporting period includes $42.5 million from the Fluid Recovery Service, which represents an $8.2 million, or 24%, increase over the comparable period of 1997. Approximately $4.5 million of the revenue increase is from the expansion of the Company's new Technical Field Services program introduced in early 1997. Waste drum service revenues increased approximately $2.4 million of which two thirds is due to price and one third is due to volume. The remaining revenue increase largely resulted from increased absorbent sales. The North American Industrial Parts Cleaner Service accounts for the remaining $34.3 million of revenue, which represents an increase of $3.3 million, or 10%, from the comparable period of 1997. The 10% revenue increase consisted of a 5% increase due to price and a 5% increase due to volume. 9 NORTH AMERICAN AUTOMOTIVE/RETAIL REPAIR SERVICES. The continued expansion of the Vacuum Services business that was introduced during the second half of 1996 increased revenue by $3.5 million. Automotive Parts Cleaning revenue recognized in the first twelve weeks of 1998 was unchanged from the comparable period of 1997 as an increase of 4% due to price was offset by a 4% volume decline. NORTH AMERICAN OIL RECOVERY SERVICES. Revenues increased by $0.3 million, or 1%. Used oil collection pricing increased revenues by $0.7 million and oily water revenues increased by $0.9 million primarily due to volume. Fuel oil revenues declined $1.3 million substantially due to volumes resulting from lower seasonal demand. A drop of approximately 7% in the per gallon average price of base and blended lube oil from the comparable period of 1997 resulted in a revenue decline of $1.3 million. This price decline was completely offset by a 21% volume increase in blended lube oil sales. NORTH AMERICAN OTHER SERVICES. Revenue from Other Services during the current reporting period increased $5.3 million, or 14%, from the comparable period of 1997. Imaging Services accounted for $3.1 million of the increase attributable mainly to increased precious metal sales. The Company's service revenue from its Integrated Customer Compliance Services increased by $1.3 million due mainly to an acquisition made during the fourth interim period of 1997. The remaining increase reflects improved pricing in the Company's paint refinishing business and improved volume in the Company's dry cleaning business. EUROPE. European revenues of $26.3 million were up $0.9 million, or 3%, from the comparable period of 1997. The impact of foreign currency exchange rates reduced European revenue in the current period by approximately $1.5 million, or 6% from 1997. All major businesses showed increases in local currency revenue. OPERATING COSTS AND EXPENSES Operating costs and expenses as a percentage of revenue were 75.2% in the current reporting period, compared to 74.5% for the first interim period of 1997. The increase in the operating cost percentage reflects lower margins earned on the newer businesses, such as Technical Field Services, Vacuum, Imaging, and Integrated Customer Compliance Services. SELLING AND ADMINISTRATIVE EXPENSES Selling and administrative expenses increased by 6% due mainly to higher employee related costs. Despite this increase, selling and administrative expenses decreased from 14.8% of revenue in the first interim period of 1997 to 14.3% of revenue in the same period of 1998 as revenues increased at a greater rate than selling and administrative expenses. INTEREST EXPENSE Interest expense decreased $0.7 million to $3.6 million during the current reporting period due primarily to lower borrowings. 10 MERGER RELATED COSTS On August 8, 1997, the Company's Board of Directors ("Board") initiated a process to review strategic alternatives including the sale of all or part of the Company. On November 20, 1997, the Board approved a merger agreement with SK Parent Corp. (a Delaware corporation owned equally by Phillips Services Corp., affiliates of Apollo Management, L.P. and affiliates of Blackstone Partners III, L.L.C.) but subsequently was unable to gain the necessary shareholder approval for the agreement. The Board then terminated the merger agreement with SK Parent and began negotiations with Laidlaw Environmental. On March 15, 1998, the Board unanimously approved a definitive merger agreement ("Merger Agreement") with Laidlaw Environmental which provides for an exchange offer followed by a back-end merger. By April 7, 1998, Laidlaw Environmental had acquired a total of 55,751,582 shares which were validly tendered under the exchange offer and constituted approximately 93% of the outstanding shares of Safety-Kleen. A special shareholder meeting has been scheduled for May 18, 1998 to vote on approval of the merger. During the first twelve weeks of 1998, the Company incurred $6.0 million of costs in conjunction with this process. In 1998, the Company anticipates incurring approximately $140-160 million of total costs related to the process. This total cost consists primarily of: $75 million associated with terminating the merger agreement with SK Parent ("Termination Costs"); compensation expenses associated principally with the cash-out of the stock option plans and Employee Stock Purchase Plan as outlined in the Merger Agreement; and investment banking fees and legal fees associated with the process. These estimated costs do not include any severance related costs incurred as a result of the integration of the Company and Laidlaw Environmental. During the first three weeks of April 1998, the Company made the specified payments to all applicable option holders and Employee Stock Purchase Plan participants and the Termination Costs. INCOME TAXES The Company's effective income tax rate was 38.7% for the twelve weeks ended March 28, 1998 and 39.1% for the comparable period of 1997. The drop in the effective tax rate in 1998 is due to the timing of certain additional tax benefits received in 1998 that were not received during the comparable period of 1997. ACCOUNTING CHANGES The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130 on "Reporting Comprehensive Income" for the first interim period of 1998 and has restated prior periods to conform with SFAS No. 130 requirements. The Company is required to adopt SFAS No. 131 on "Disclosures About Segments of an Enterprise and Related Information" beginning with the 1998 year-end financial statements. The expected impact of the adoption of this standard will not be material. 11 YEAR 2000 The Company is currently in the process of evaluating its information technology infrastructure for the Year 2000 compliance. The Company does not expect that the cost to modify its information technology infrastructure to be Year 2000 compliant will be material to its financial condition or results of operations. The Company does not anticipate any material disruption in its operations as a result of any failure by the Company to be in compliance. The Company does not currently have any information concerning the Year 2000 compliance status of its suppliers and customers. In the event that any of the Company's significant suppliers or customers do not successfully and timely achieve Year 2000 compliance, the Company's business or operations could be adversely affected. 12 PART II. Item 1. LEGAL PROCEEDINGS The Company's goal is to fully comply with all environmental regulations, however, as a consequence of its business operations, the Company will likely incur governmental fines and penalties from time to time. 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. Seven such proceedings against the Company were pending or known to be contemplated by governmental authorities at March 28, 1998. The Company's practice is to attempt to negotiate resolution of claims against the Company and its facilities. The Company has to date been able to resolve cases on generally satisfactory terms. The Company is, however, prepared to contest claims or remedies which the Company believes to be inappropriate unless and until satisfactory settlement terms can be agreed upon. Based on its past experience and its knowledge of pending cases, the Company believes it is unlikely that its actual liability for the cases now pending will be materially adverse to the Company's financial condition. It should be noted, however, that many environmental laws are written in a way in which the Company's potential liability can be large, and it is always possible that the Company's actual liability with respect to any particular environmental claim will prove to be larger than anticipated and accrued for by the Company. It is also possible that expenses incurred in any particular reporting period for remediation costs or for fines, penalties, or judgments could have a material impact on the Company's earnings for that period. 13 On April 19, 1996, the U.S. Environmental Protection Agency ("EPA") published its proposed Hazardous Waste Combustor Rule. This proposed rule will set emissions standards for incinerators, cement kilns and lightweight aggregate kilns that burn hazardous waste. As proposed, these standards would require cement kilns, who 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. The Company expects other Clean Air Act nonattainment municipalities to consider adopting similar rules. In September 1997, the Company discovered that its East Chicago, Indiana main feed tank had become contaminated with polychlorinated biphenyls ("PCBs") resulting in approximately 4 million gallons of contaminated oil. The Company immediately notified the EPA and the Indiana Department of Environmental Management ("IDEM") of the problem. The Company believes that the IDEM and EPA will allow it to treat this contaminated material on-site. If the IDEM or EPA determine that off-site treatment is required, the cost of such treatment could be material to the results of operations in that period. 14 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Articles of Incorporation of the Registrant. (1) 3.2 Bylaws of the Registrant. (2) 4.1 Supplemental Indenture dated April 21, 1998 between Safety-Kleen Corp. and the Chase Manhattan Bank, executed in connection with the Company's 9.25% Senior Notes due September 15, 1999. 10.1 Waiver dated March 31, 1998 to the Amended and Restated Credit Agreement dated March 25, 1994, among the Chase Manhattan Bank, N.A., the Northern Trust Company, the NBD Bank, N.A. and the First National Bank of Chicago. 27 Financial Data Schedule (EDGAR filing only). (b) Reports on Form 8-K None. - ------------------- 1 Previously filed and incorporated herein by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1991. 2 Previously filed and incorporated herein by reference from the Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended September 9, 1995. 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 4th day of May, 1998. SAFETY-KLEEN CORP. /s/ ANDREW A.CAMPBELL Andrew A. Campbell Sr. Vice President - Chief Financial Officer /s/ CLIFFORD J. SCHULZ Clifford J. Schulz Controller - Chief Accounting Officer 16