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
August 1, 2002
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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
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(State or Other Jurisdiction of Incorporation)
001-8368 51-0228924
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(Commission File No.) (IRS Employer Identification No.)
1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
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(Address of principal executive offices) (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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (i) On August 1, 2002, the Company dismissed Arthur Andersen LLP
as its independent accountants.
(ii) The reports of Arthur Andersen LLP on the financial
statements of the Company for each of the past two years
contained no adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit
scope, or accounting principles other than the issue as to
whether the Registrant will continue as a going concern and
with respect to the Registrant not presenting quarterly
financial data for the fiscal years ended August 31, 2000
and prior, that the Securities and Exchange Commission
requires to supplement, although not required to be part of,
the basic financial statements. (See also paragraph (v)
below).
(iii) The decision to change accountants was recommended by the
Audit Committee of the Company's Board of Directors, and was
approved by the Company's Board of Directors.
(iv) During the Company's two most recent fiscal years and
through the date of this report, there have not been any
disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope
or procedure which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP would have caused them
to make reference thereto in their report on the financial
statements of the Company for such periods.
(v) During the Company's two most recent fiscal years and
through the date of this report, there were no "reportable
events" as described in Item 304(a)(1)(v) of Regulation S-K,
except as follows:
Management has identified numerous critical issues which may
require resolution prior to the Company's emergence from its
reorganization proceedings. The Company has identified
material deficiencies in many of its financial systems,
processes and related internal controls and has commenced
efforts to correct these conditions. During October 2000,
Arthur Andersen LLP reported to the Audit Committee of the
Board of Directors that the Company had material weaknesses
in its internal controls and that these conditions would be
considered in determining the nature, timing and extent of
their audit tests for fiscal years 1997 through 2000. During
September 2001 and March 2002, Arthur Andersen LLP reported
to the Audit Committee that the identified material
weaknesses continued to exist and would be considered in
determining the nature, timing and extent of their audit
tests for fiscal year 2001.
The Company continues the process of correcting these
conditions by filling key financial accounting and reporting
positions in the organization, adding information technology
controls and improving its financial system and processes.
The Company intends to continue to utilize substantial
internal and external resources to supplement these
initiatives until it is satisfied that its internal controls
no longer contain material weaknesses. The Company cannot
estimate, at this time, how long it will take to completely
develop and establish an adequate internal control
environment.
(vi) The Company requested that Arthur Andersen LLP furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. Arthur Andersen LLP has informed the Company
that it is not able to respond to the Company's filing
stating whether it agreed.
(b) (i) Subject to the approval of the United States Bankruptcy
Court for the District of Delaware, Deloitte & Touche LLP
has been engaged by the Company as its new independent
accountant to audit the Company's financial statements,
effective as of August 1, 2002. Prior to the engagement of
Deloitte & Touche LLP, the Company had not consulted with
Deloitte & Touche LLP during its two most recent fiscal
years and through the date of this report regarding (A)
either the application of accounting principles to a
specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the
Company's financial statements, and either a written report
was provided to the Company or oral advice was provided that
Deloitte & Touche LLP concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing, or financial reporting issue, or (B)
the subject of either a disagreement or a reportable event
described in Paragraph (a) (v) above.
Signature
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 2, 2002 SAFETY-KLEEN CORP.
By: /s/ James K. Lehman
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Senior Vice President, General Counsel
and Secretary