UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-8368
(CHECK ONE):
_ _
|_| Form 10-K and Form 10-KSB |_|Form 11-K
_ _
|_| Form 20-F |X|Form 10-Q and Form 10-QSB |_|Form N-SAR
For Period Ended: November 30, 2001
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_
|_| Transition Report on Form 10-K and Form 10-KSB
_
|_| Transition Report on Form 20-F
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|_| Transition Report on Form 11-K
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|_| Transition Report on Form 10-Q and Form 10-QSB
_
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ITEMS 1, 2 AND 3 OF PART
I OF FORM 10-Q AND PORTIONS OF OTHER ITEMS WHICH ELICIT FINANCIAL INFORMATION OF
THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q WHICH ELICIT FINANCIAL INFORMATION.
PART I
REGISTRANT INFORMATION
Full name of registrant SAFETY-KLEEN CORP.
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Former name if applicable LAIDLAW ENVIRONMENTAL SERVICES, INC.
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Address of principal executive office (Street and number) 1301 GERVAIS
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STREET, SUITE 300
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City, State and Zip Code COLUMBIA, SOUTH CAROLINA 29201
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the
|X| prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, 10-QSB, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report portion thereof, could
not be filed within the prescribed time period. (attach extra sheets if needed.)
The Company was not able to timely file certain information responsive
to Items 1, 2 and 3 of Part I of Form 10-Q and portions of other Items which
elicit financial information as required to be filed pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder. The required Form 10-Q of the Company was to cover the quarterly
period ended November 30, 2001. The Company, with the assistance of Jefferson
Wells International and Arthur Andersen LLP, is working to correct material
deficiencies in the Company's internal controls. Despite the progress made by
the Company in correcting the deficiencies, the Company was not able to prepare
its financial statements for the fiscal quarter ended November 30, 2001 within
the time limitations imposed by federal securities laws and regulations. At such
time as the financial statements for the fiscal quarter ended November 30, 2001
have been prepared, the Company intends to amend its Form 10-Q for the quarter
ended November 30, 2001, file the financial statements required by Form 10-Q and
provide the information which was omitted in its Form 10-Q filing. The Company
anticipates making that filing as soon as practicable.
The Company hereby confirms that the circumstances relating to the
delay in the completion of the omitted portions of the report on Form 10-Q could
not have been eliminated by the Company without unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Larry W. Singleton (803) 933-4360
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s)
| |Yes |X|No
The Company did not file all of the items required in its Form 10-K for the
period ended August 31, 2001.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X|Yes | |No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company's amended Form 10-Q for the period ended May 31, 2001, filed on
September 28, 2001, included financial results for the periods ended November
30, 2000, February 28, 2001 and
May 31, 2001. For the period ended November 30, 2001 first quarter net loss of
$57.7 million. Items which significantly contributed to the first quarter net
loss for the period ended November 30, 2000 were "Provision for early facility
closures" of approximately $9.5 million, and a charge of approximately $6.7
million for adjusting certain environmental liabilities. The Company does not
expect to incur these charges in the first quarter of fiscal 2002.
A reasonable estimate of the results cannot be made at this time because the
Company's books have not yet closed for the fiscal year ended August 31, 2001
and the fiscal period ended November 30, 2001.
SAFETY-KLEEN CORP.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 15, 2002 By: /s/ Larry W. Singleton
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Larry W. Singleton
Executive Vice President and Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.