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
September 10, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
September 10, 2002, the Company completed the sale of its Chemical Services
Division (CSD) to Clean Harbors, Inc. (Nasdaq: CLHB) with an effective date of
12:01 a.m. September 7, 2002.
Pursuant to the terms of the Acquisition Agreement dated as of February 22, 2002
between Safety-Kleen Services, Inc. and Clean Harbors, Inc., as amended, Clean
Harbors purchased the division from Safety-Kleen for $34,330 million in cash
subject to defined working capital adjustments and the assumption of certain
liabilities, which includes environmental liabilities, valued at approximately
$265 million as of August 31, 2001. The book value of the net assets to be sold,
net of the liabilities to be assumed, at August 31, 2001 was in excess of $300
million, resulting in an estimated loss in excess of $250 million, excluding the
results of operations of the Chemical Services Division. The actual amount of
the loss has not yet been determined and could materially differ from this
estimate.
The CSD included approximately 2,800 employees and 50 primary facilities,
including 21 service centers, six waste treatment facilities, nine landfills and
four incinerators. The acquisition includes the Safety-Kleen (BDT) facility in
Clarence, NY, which was involved in a fire recently, but does not include
Safety-Kleen's Pinewood landfill in South Carolina.
This sale is significant in the proposed reorganization of Safety-Kleen and will
allow Safety-Kleen to focus exclusively on its core business in the parts washer
and waste management services industry. There can be no assurance that post sale
or other issues will not detract the Company from focusing exclusively on its
core business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
The Company has omitted certain information responsive to Item 7(b)(1) of Form
8-K. As described in greater detail in Part I, Item 1 "Business - Factors
Affecting Future Results - Uncertainties Relating to the Company's Internal
Controls," of the Company's Form 10-K for the year ended August 31, 2001, the
Company, with the assistance of Jefferson Wells International and Arthur
Andersen LLP, has been working to correct material deficiencies in the Company's
internal controls. (Due to uncertainties regarding Arthur Andersen LLP's
continued viability, the Company may engage other consultants to work with
Jefferson Wells to assist the Company's efforts to correct material deficiencies
in its 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 May 31, 2002 within the time limitations
imposed by federal securities laws and regulations. Additionally, the Company is
not able to prepare pro forma financial information relating to the disposition
of the CSD by sale as required when the disposition is not fully reflected in
the financial statements of the registrant.
(c) Exhibits.
Exhibit
Number Description
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(2)(i) Acquisition Agreement by and between Safety-Kleen Services, Inc. as
Seller and Clean Harbors, Inc. as Purchaser dated February 22, 2002
filed as Exhibit 10(a) to Registrant's Form 8-K filed February 26,
2002 and included herein by reference.
(2)(ii) First Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
March 8, 2002. Filed as Exhibit (10)(ll) to Registrant's Form 10-K/A
for the year ended August 31, 2001, filed on March 28, 2002 and
incorporated herein by reference.
(2)(iii) Second Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
April 30, 2002.
(2)(iv) Third Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
September 6, 2002.
99.1 Registrant's press release dated September 11, 2002
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: September 20, 2002 By: /s/ James K. Lehman
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James K. Lehman
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
(2)(i) Acquisition Agreement by and between Safety-Kleen Services, Inc. as
Seller and Clean Harbors, Inc. as Purchaser dated February 22, 2002
filed as Exhibit 10(a) to Registrant's Form 8-K filed February 26,
2002 and included herein by reference.
(2)(ii) First Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
March 8, 2002. Filed as Exhibit (10)(ll) to Registrant's Form 10-K/A
for the year ended August 31, 2001, filed on March 28, 2002 and
incorporated herein by reference.
(2)(iii) Second Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
April 30, 2002.
(2)(iv) Third Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
September 6, 2002.
99.1 Registrant's press release dated September 11, 2002