SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 9, 2001
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(Date of earliest event reported)
SAFETY-KLEEN CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 001-8368 51-0228924
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1301 Gervais Street, Suite 300,
Columbia, South Carolina 29201
(Address of principal executive offices, including zip code)
(803) 933-4200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 9, 2001 the registrant issued the press release filed with this Current
Report on Form 8-K as Exhibit 99.1. The information contained in Exhibit 99.1 is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
- ------------- -------------------------------------
99.1 Press Release issued July 9, 2001 (Filed herewith.)
SIGNATURE
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 hereunto duly authorized.
SAFETY-KLEEN CORP.
Date: July 10, 2001 By: /s/ Henry H. Taylor
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Henry H. Taylor
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued July 10, 2001 (Filed herewith.)
Exhibit 99.1
FOR IMMEDIATE RELEASE Media Contacts: John Kyte, Wade Gates
July 9, 2001 803-933-4224
SAFETY-KLEEN ISSUES YEAR 2000 FINANCIAL STATEMENTS, RESTATES 1997 - 1999
FINANCIAL RESULTS
COLUMBIA, SC - Safety-Kleen Corp. today announced that it has filed with the
Securities and Exchange Commission consolidated financial statements for fiscal
year 2000, and restated consolidated financial statements for fiscal years 1997
- - 1999. The statements reflect an overall reduction in previously reported
earnings of approximately $534 million for fiscal years 1997 - 1999, and a loss
of approximately $833 million in fiscal year 2000. (See attached chart.)
Safety-Kleen announced in March 2000 that it had discovered accounting
irregularities in some previously filed financial statements, which led to the
withdrawal by its former independent public accountant, PricewaterhouseCoopers
LLP, of its reports on Safety-Kleen's consolidated financial statements for
fiscal years 1997 - 1999. The Company filed for protection under Chapter 11 of
the U.S. Bankruptcy Code on June 9, 2000 (District of Delaware Case No.
00-2303).
Since that time, the Company has undertaken a comprehensive internal review of
the prior reported financial results and accounting practices for those years,
and Arthur Andersen LLP, the Company's new independent public accountant, has
audited the results of that review and the Company's fiscal year 2000 financial
statements.
"It is unfortunate that the accounting irregularities occurred, and we deeply
regret the negative impact this has had on so many people," said Safety-Kleen
Chairman and Chief Executive Officer David E. Thomas, Jr. "Our new management
team has worked hard during the past year to re-establish the confidence of our
customers, vendors, regulators and employees."
"Looking forward," Thomas said, "we expect Safety-Kleen to remain a viable
commercial enterprise. We have sufficient credit and cash on hand to meet
current operating, capital and environmental liability requirements, and we will
negotiate additional financing if required. Our employees remain loyal and
dedicated to providing high-quality service and, as a result, we have kept our
industry-leading customer base and market share."
Thomas also noted that the Company has installed a new senior management team,
and that team has begun upgrading Safety-Kleen's information systems,
strengthening the Company's internal controls in order to maintain tight
standards over operations and service levels, and putting in place controls and
procedures to ensure the integrity of its financial data in the future.
A complete copy of Safety-Kleen's Form 10K/A for fiscal 2000 as filed with the
SEC is available on line at www.safety-kleen.com.
-more-
Private Securities Litigation Reform Act:
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Sections of this release constitute forward-looking statements that involve a
number of risks and uncertainties. Many factors could cause actual results to
differ materially from our expected results. These factors include risks
associated with emergence from Chapter 11 bankruptcy protection; continued
productive relations with creditors; resolution of outstanding financial
assurance issues; the continued availability of credit; changes in demand for
the Company's services; and competition.
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SAFETY-KLEEN CORP.
Selected Financial Data
Fiscal Year 2000 and 1997 - 1999 Restated Financial Results
($ in thousands, except per share amounts)
Restated
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Year Ended August 31 2000 1999 1998 1997
===========================================================================================================
Revenues $1,586,273 $1,624,038 $1,172,731 $641,945
Operating (loss) income before depreciation,
amortization and impairment and other
charges (EBITDA $(87,697) $175,129 $168,919 $25,670
Operating (loss) income $(620,170) $6,876 $(2,223) $(294,749)
Loss before extradorinary items $(833,191) $223,155) $(84,428) $(301,544)
Loss per share before
extradorinary items
Basic $(8.27) $(2.52) $(1.35) $(8.74)
Diluted $(8.27) $(2.52) $(1.35) $(8.74)
Total assets $3,131,868 $3,635,314 $3,869,475 $1,513,741
Long-term debt $0 $24,792 $15,700 $15,700
Dividends per common share $0.00 $0.00 $0.00 $0.00
Weighted average common stock
outstanding, basic and diluted (000's) 100,725 88,537 62,322 34,508
1997 - 1999 As Previously Reported
($ in thousands, except per share amounts)
Previously Stated
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Year Ended August 31 1999 1998 1997
===========================================================================================================
Revenues $1,685,948 $1,185,473 $678,619
Operating (loss) income before depreciation,
amortization and other charges (EBITDA) $480,785 $279,274 $120,489
Operating (loss) income $344,783 $120,392 $(264,714)
(Loss) income before extraordinary items $103,912 $11,488 $(183,432)
(Loss) income per share before
extraordinary items
Basic $1.17 $0.18 $(5.32)
Diluted $1.03 $0.18 $(5.32)
Total assets $4,366,804 $4,468,895 $1,610,878
Long-term debt $1,882,371 $2,203,164 $878,010
Dividends per common share $0.00 $0.00 $0.00
Weighted average common stock
outstanding, basic (000's) 88,537 62,322 34,508
Weighted average common stock
outstanding, diluted (000's) 111,645 62,322 34,508