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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE 1994 FISCAL YEAR ENDED DECEMBER 31, 1994
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-8513
SAFETY-KLEEN(R) CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 39-6090019
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1000 NORTH RANDALL ROAD,ELGIN, ILLINOIS 60123
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (708) 697-8460
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
Common Stock, $.10 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF CLASS)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 1995 was approximately $0.7 billion.
Shares of Common Stock outstanding at March 1, 1995, were 57,754,963.
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT TO BE FILED ON OR BEFORE MARCH
31, 1995, FOR THE ANNUAL MEETING TO BE HELD ON MAY 12, 1995, ARE INCORPORATED
BY REFERENCE IN PART III AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1994, ARE INCORPORATED BY REFERENCE IN PARTS I AND II.
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PART I
ITEM 1. BUSINESS
GENERAL
Safety-Kleen is a business-to-business marketing and service company focusing
on the environmental needs of business through recycling and reuse of fluid
waste. It is a leading provider of services to generators of spent solvents and
other hazardous and non-hazardous liquid wastes and byproducts, the world's
largest provider of parts cleaner services and one of the world's largest
collectors and re-refiners of used oil. The Company serves over 400,000
customers in North America and Europe, through a network of 236 branch
facilities.
The Company operates in the continental U.S., Canada, the United Kingdom, the
Republic of Ireland, Puerto Rico, Belgium, France, Italy, Spain and Germany.
The Company has licensee operations in Israel, Japan, and Korea. Safety-Kleen
Corp. was incorporated in July, 1963 under the laws of the State of Wisconsin.
As used herein, the terms "Company" or "Safety-Kleen" refer to Safety-Kleen
Corp. and its consolidated subsidiaries.
The Company groups its services into three broad categories: Small Quantity
Generator ("SQG") Resource Recovery Services, Envirosystems Services, and Oil
Recovery Services. Each of the Company's services is discussed in greater
detail below and in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 20-25 of the Company's
Annual Report to Shareholders for the year ended December 31, 1994 (the "Annual
Report"), which is incorporated herein by reference.
SQG RESOURCE RECOVERY SERVICES
The Company's SQG Resource Recovery Services are divided into
Automotive/Retail Repair Services, Industrial Services, Paint Refinishing
Services, Dry Cleaner Services and Imaging Services. Solvent recycling is an
integral part of the Company's SQG Resource Recovery Services. Most fluid
wastes collected by the Company as part of these services, except Imaging
Services, are either recycled for re-use in these services or processed into
waste-derived fuel for use in the cement manufacturing industry. Imaging
Services recovers the silver contained in the spent photochemical solutions it
collects from customers. These solutions are then further treated and processed
until they can be discharged as wastewater into publicly-owned treatment works
in compliance with applicable laws and regulations. Some wastewater is also
generated by the Company's Fluid Recovery Service.
Automotive/Retail Repair Services. The primary component of the Company's
Automotive/ Retail Repair Services is its Parts Cleaner Service which enables
businesses (such as service stations, car and truck dealers, small engine
repair shops and fleet maintenance shops) to clean parts in a convenient, cost
effective, safe and environmentally sound manner. In this service, the
Company's service representative places parts cleaner equipment and solvent
with a customer, and, at regular service intervals, cleans and maintains the
equipment, delivers clean solvent for use in the degreasing process, and
removes the dirty solvent.
Industrial Services. The Company markets both its Parts Cleaner Service and
its Fluid Recovery Service to industrial customers in the U.S. through its
Industrial Services specialists. The Company's Industrial Services furnish the
same high quality parts cleaner service that is provided to Automotive/Retail
Repair customers. The Company's Fluid Recovery Service consists of the
collection of a wide variety of waste solvents and other liquid wastes
generated by industrial customers in relatively small quantities, averaging a
few 55-gallon drums per pickup. Depending
1
upon the content, the material collected by the Company in its Fluid Recovery
Service is either processed into a waste-derived fuel for use in the cement
manufacturing industry, recycled into usable solvent or disposed of through
incineration.
Automotive and Industrial Parts Cleaning Equipment Conversion. The Company
provides a choice of several models of parts cleaners to customers for their
use as part of the Parts Cleaner Service. The Company also provides service to
customers who own their own parts cleaner equipment. In total, at the end of
1994, the Company was providing services for approximately 481,000 parts
cleaners at customers in the United States, of which approximately 368,000 were
owned by the Company and approximately 113,000 were owned by customers.
The Company's Model 16 and 30 parts cleaners are the most prevalent parts
cleaner models furnished by the Company. They consist of a red sink atop a 16-
gallon or 30-gallon drum of solvent, equipped with a submersible pump and a
spout through which the solvent flows.
In 1993, the Company introduced a new parts cleaning machine that was
designed to replace most of its existing Model 16 and 30 parts cleaners. This
new parts cleaner was developed in response to customer desires to minimize the
amount of waste they generate and reduce their annual cost, and is the result
of extensive research and testing conducted by the Company. The new parts
cleaner utilizes a premium nonhazardous solvent and contains a patented
cyclonic separator which mechanically separates dirt particles from the solvent
during machine operation and traps them in a container for removal during
servicing. This system extends the solvent's useful life and reduces the number
of annual services required. With the new cyclonic parts cleaner service,
customers need service less frequently and generate less waste on an annual
basis, which reduces the cost of the parts cleaner service to Safety-Kleen and
also provides customers with the potential to reduce their cost.
The Company began converting the Model 16 and 30 parts cleaners being used by
its domestic Automotive/Retail Repair and Industrial Services customers to the
new cyclonic technology in late 1993. At December 31, 1994, the Company had
placed approximately 103,000 cyclonic parts cleaners at customer locations, and
there were approximately 155,000 Model 16 and 30 parts cleaning machines
remaining in service in the United States. The Company expects to convert a
large portion of the remaining Model 16 and 30 parts cleaning machines to the
cyclonic parts cleaner in 1995 and 1996.
In conjunction with the Company's decision to convert its parts cleaning
equipment, the Company adopted a comprehensive restructuring plan during the
fourth interim period of 1993. For a discussion of this restructuring plan,
refer to "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Restructuring and Special Charges" appearing on page 24
of the Annual Report, which is incorporated herein by reference.
In 1994, the Company developed and test marketed a proprietary filtration
device which can be added to larger Safety-Kleen machines and a substantial
portion of customer-owned parts cleaners. The Company believes this filtration
device should provide these customers with the opportunity to receive waste
minimization and cost reduction benefits similar to the cyclonic parts cleaner
service.
Paint Refinishing Services. The Company's Paint Refinishing Services are
supplied to new and used car dealers, auto body repair and paint shops and
fiberglass product manufacturers. The Company provides a machine specially
designed to clean paint spray guns. Company representatives place a machine and
solvent with each customer, maintain the machine and regularly remove the
contaminated solvent and replace it with clean solvent. Waste paint is also
collected from these customers. The Company either recycles the contaminated
solvent and waste paint into clean solvent for reuse or blends it into fuel for
cement kilns. The Company representatives also provide clean buffing pads and
remove dirty pads during regularly scheduled service calls. The dirty pads are
washed, dried, inspected and returned to the Company's distribution system.
2
Dry Cleaner Services. The Company collects and recycles contaminated dry
cleaner wastes consisting primarily of used filter cartridges and sludge
containing perchloroethylene and mineral spirits.
Imaging Services. Through this service, the Company provides spent
photochemical recovery and recycling services to health care, printing,
photoprocessing and other businesses. The Company's entry into this new
business was accelerated with the acquisition of Boston Recovery Company in
October 1994 and Drew Resource Corporation in February 1995.
ENVIROSYSTEMS SERVICE
The Company's Envirosystems Service consists of the collection of waste
solvent and other waste fluids from customers which generate larger quantities
of such waste fluids. The fluids are typically shipped directly from the
customer to one of the Company's recycle centers or fuel blending facilities.
Depending on the content, material collected by the Envirosystems Service is
recycled for reuse, processed into fuels for use in the cement manufacturing
industry or disposed of through incineration.
OIL RECOVERY SERVICES
The Company collects used lubricating oils from automobile and truck dealers,
automotive garages, oil change outlets, service stations, industrial plants and
other businesses and either re-refines the oil into reusable lubricating oil or
processes it into fuel for use in industrial furnaces. The Company derives
revenues both from fees it charges customers to haul away used oil and from the
sale of products it produces by processing the used oil. The Company's
extensive branch network enables it to collect waste oil in sufficient volume
to support oil re-refining operations, which produce lubricating oil that can
be sold at significantly higher prices than industrial fuels. The Company
operates oil re-refining plants in Ontario, Canada and East Chicago, Indiana.
The plants in Ontario and East Chicago have annual capacities of 34 and 85
million gallons of used oil per year, respectively. Waste oil collected in
excess of the capacity of the Company's re-refining facilities is either
processed into industrial fuels or, to a small extent, sold unprocessed for
direct use as a fuel in certain industrial applications for which such oil is
suitable.
EUROPE
The Company primarily provides its Automotive/Retail Repair and Paint
Refinishing Services in Europe. The Company's German operations also offer the
Envirosystems Service. The Company introduced its Fluid Recovery Services in
the United Kingdom during 1994.
PRIMARY RAW MATERIALS
The primary hydrocarbon material used in the Company's Parts Cleaner Service
is a paraffinic hydro-treated petroleum fraction product that is purchased from
petroleum refiners and suppliers through short-term purchase orders. It is not
possible for the Company to accurately estimate the effect of possible future
petroleum product shortages on the Company's operations or those of its
customers. At the present time, the Company expects to be able to purchase
required quantities of such solvent at acceptable prices. For a discussion of
the effect of petroleum product price changes, refer to "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Effects of Petroleum Price Changes" appearing on page 21 of the Annual Report,
which is incorporated herein by reference.
The Company purchases a wide variety of other products and raw materials and
has not experienced any major shortages in the past. The Company believes that
sufficient alternative sources are available should it become necessary to
replace its current sources of supply for these products and materials.
3
COMPETITIVE CONDITIONS
The Company is the market leader in the United States in its Parts Cleaner,
Paint Refinishing, Dry Cleaner and Oil Recovery services. In these services,
the Company generally competes with local or smaller regional companies. In its
Fluid Recovery Service, the Company generally competes with many firms engaged
in the transportation, brokerage and/or disposal of hazardous wastes through
recycling, fuels programs or incineration. In its Envirosystems Services, the
Company competes with many recyclers of spent solvents, as well as many firms
engaged in hazardous waste disposal through fuels programs or incineration.
The principal methods of competition for all of the Company's services are
price, quality, reliability of service rendered and technical proficiency in
handling hazardous wastes properly. Knowledgeable customers are interested in
the reputation and financial strength of the companies they use for management
of their hazardous wastes, since the original generators of hazardous waste
remain liable under federal and state environmental laws for improper disposal
of such wastes, even if they employ companies which have proper permits and
licenses. The Company believes that its technical proficiency, reputation and
financial strength are important considerations to its customers in selecting
and continuing to utilize the Company's services.
PATENTS
The Company owns various patents covering certain of its cleaning units and
certain related accessories. The Company has an exclusive license to use a
patented cyclonic separator in parts cleaner applications. In the Company's
opinion, however, the continued conduct of its business operations does not
depend upon the existence of these patents.
EMPLOYEES
At December 31, 1994, the Company had approximately 6,600 employees.
REGULATION
Overview. Domestic and foreign governmental regulations applicable to the
Company's business govern, among other things: the handling of a number of
substances collected by the Company which are classified as hazardous or solid
wastes under these regulations; the operation of the facilities at which the
Company stores or processes the substances it collects; and the ultimate
disposal of waste the Company removes from the substances it collects. An
increase in governmental requirements for the treatment of any particular
material generally increases the value of the Company's services to its
customers, but may also increase the Company's costs.
Various permits are generally required by federal and state environmental
agencies for the Company's branch, accumulation center, solvent recycling, fuel
blending and oil processing facilities. Most of these permits must be renewed
periodically and the governmental authorities involved have the power, under
various circumstances, to revoke, modify or deny issuance or renewal of these
permits. Zoning, land use and siting restrictions also apply to these
facilities. Regulations also govern matters such as the disposal of residual
chemical wastes, operating procedures, stormwater and wastewater discharges,
fire protection, worker and community right-to-know and emergency response
plans. Air and water pollution regulations govern certain operations at the
Company's facilities. Safety standards under the Occupational Safety and Health
Act in the United States and similar foreign laws are also applicable.
Governmental regulations also apply to the operation of vehicles used by the
Company to transport the substances it collects and distributes, including
licensing requirements for the vehicles and the drivers, vehicle safety
requirements, vehicle weight limitations, shipment manifesting and vehicle
placarding requirements. Governmental authorities have the power to enforce
compliance and violators are subject to civil and criminal penalties. Private
individuals may also have the right to sue to enforce compliance with certain
of the governmental requirements.
4
Regulations similar to those in the United States apply to the Company's
Canadian operations. In general, environmental requirements are not as strict
in countries in which the Company operates outside North America, but there is
a general trend in Europe and other countries to strengthen environmental
requirements.
The Company has an internal staff of lawyers, engineers, geologists,
hydrogeologists, chemists and safety professionals whose responsibility is to
continuously improve the procedures and practices to be followed by the Company
to comply with various federal, state and local laws and regulations involving
the protection of the environment and worker health and safety and to monitor
compliance.
Hazardous and Solid Waste Requirements. Safety-Kleen's services involve the
collection, transportation, storage, processing, recycling and disposal of
automotive and industrial hazardous and nonhazardous fluids. Substantially all
of these materials are regulated in the United States as "solid wastes" under
the Resource Conservation and Recovery Act of 1976 ("RCRA"). In addition to
being regulated as solid wastes, many of these materials are further regulated
as "hazardous wastes". Accordingly, the Company is subject to federal and state
regulations governing hazardous and solid wastes. RCRA established a national
program which classified various substances as "hazardous wastes", established
requirements for storage, treatment and disposal of hazardous wastes, and
imposed requirements for facilities used to store, treat or dispose of such
wastes. RCRA was amended in 1984 by the Hazardous and Solid Waste Amendments
("HSWA") which expanded the scope of RCRA to include businesses which generate
smaller quantities of waste materials (so-called "small quantity generators"),
expanded the substances classified as hazardous wastes by RCRA and prohibited
direct disposal of those wastes in landfills (thereby, in effect, requiring
that the wastes be recycled, treated, or destroyed).
The Company's customers are increasingly attempting to avoid being subject to
hazardous waste regulations by replacing hazardous materials used in their
businesses with nonhazardous materials or otherwise reducing the amount of
hazardous waste they generate. Accordingly, the Company is collecting more
substances that are not regulated as hazardous wastes but may be regulated as
solid wastes.
Hazardous and solid waste regulations impose requirements which must be met
by facilities used to store, treat and dispose of these wastes. Operators of
hazardous waste storage, disposal and treatment facilities, such as Safety-
Kleen, must obtain a RCRA permit from federal or authorized state governmental
authorities to operate those facilities. States may also require a solid waste
permit. The Company has over 100 RCRA-permitted facilities and is pursuing RCRA
permits at a small number of its other facilities. The Company does not intend
to pursue RCRA permits for its remaining facilities because it will be limiting
activities at these facilities to transfer operations.
In September, 1992, the United States Environmental Protection Agency ("EPA")
finalized regulations that govern the management of used oils. Although used
oil is not classified as a hazardous waste under federal law, certain states do
regulate used oil as hazardous. The Company builds and operates its used oil
facilities to standards similar to those required for hazardous waste
facilities, and believes that its oil management standards are more protective
of human health and the environment than current federal standards.
Fluids collected by the Company's Envirosystems and Fluid Recovery Services
are primarily recycled for reuse or processed into fuel to be burned in kilns
used in the production of cement. Fluids that are processed into waste-derived
fuel are supplied to cement kilns. The majority of such waste-derived fuel is
supplied to cement kilns with which the Company has exclusive supply contracts
with respect to such fuel. In August, 1991, cement kilns became subject to
regulations which govern the burning of hazardous wastes in boilers and
industrial furnaces ("BIF regulations"). Facilities covered
5
by the BIF regulations were required to submit certifications of compliance by
August 1, 1992 or to obtain approvals from the relevant governmental authority
to extend the deadline for submission of certification. Every BIF facility that
elects to continue to burn hazardous waste will also be required to obtain a
RCRA operating permit. All of the kilns with which the Company has exclusive
supply contracts have either obtained their compliance certifications or are in
the process of doing so pursuant to an authorized extension. These kilns are
also in the process of obtaining their RCRA operating permits. None of the
kilns utilized by the Company for disposition of the waste it collects are
owned by the Company. The Company is taking an increasingly more active role in
assisting the kilns with which it has exclusive contracts in complying with
such regulations.
The United States EPA is developing regulations which will establish
management standards for cement kiln dust ("CKD"). The Company and the kilns to
which it sends waste-derived fuel have developed programs for analyzing and
characterizing CKD in anticipation of these new management standards; however,
at this time it is not clear what impact these CKD regulations will have on the
Company.
Clean Air Act. The Clean Air Act was passed by Congress to control the
emissions of pollutants to the air, and requires permits to be obtained for
certain sources. In 1990, Congress amended the Clean Air Act to require further
reductions of air pollutants with specific targets for nonattainment areas in
order to meet certain ambient air quality standards. These amendments also
require the EPA to promulgate regulations which: (i) control emissions of 189
toxic air pollutants; (ii) create uniform operating permits for major
industrial facilities similar to RCRA operating permits; (iii) mandate the
phase-out of ozone depleting chemicals; and (iv) provide for enhanced
enforcement.
The Clean Air Act requires states to promulgate regulations which will result
in the reduction of volatile organic compound (VOC) emissions by 15% by 1996 in
order to meet certain ozone attainment standards under the act. This will
require emission reductions at the Company's recycle centers and branches and
could affect its solvents used in nonattainment areas. In addition, the United
States EPA is developing Maximum Achievable Control Technology ("MACT")
standards under the Clean Air Act which will impose restrictions on the
emission of certain toxic air pollutants. These standards could impact certain
of the Company's facilities and the cement kilns to which the Company sends its
waste-derived fuels.
In order to comply with these regulations, the Company has instituted a
program to augment the air emission control equipment at its affected
facilities and to obtain operating permits, where required. The Company is also
working with the United States EPA and appropriate state and local agencies
regarding the regulation of its parts cleaner and paint spray gun cleaner
operations.
The Clean Air Act will also require a certain percentage of the new vehicles
purchased by the Company after 1995 in nonattainment areas to be clean-fuel-
burning vehicles. Furthermore, the Company will be required to implement
Employee Commute Reduction Plans by providing car and van pooling or
implementing other options in nonattainment areas where the Company has more
than 100 employees.
CERCLA and Related Requirements. The Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") was originally enacted in
December, 1980, and amended in 1986 by the Superfund Amendments and
Reauthorization Act ("SARA"). Federal funding for the CERCLA program was
reauthorized in 1990. CERCLA creates a fund of monies ("Superfund") which can
be used by the EPA and state governments to clean up hazardous waste sites
pending recovery of those costs from defined categories of "potentially
responsible parties" ("PRPs"). Most EPA cleanup efforts are at sites listed or
proposed for listing on the National
6
Priorities List ("NPL"). Various states have also enacted statutes which
contain provisions substantially similar to CERCLA.
Generators and transporters of hazardous substances, as well as past and
present owners and operators of hazardous release sites, are made strictly,
jointly and severally liable for the clean-up costs resulting from releases and
threatened releases of CERCLA-regulated "hazardous substances." Under CERCLA,
these responsible parties can be ordered to perform a clean-up, can be sued for
costs associated with private party or public agency clean-up, or can
voluntarily settle with the government concerning their liability for clean-up
costs.
A large portion of the materials collected by the Company are recycled or
converted into materials, such as industrial fuels, which may be used for
another purpose. The amount of material that the Company deposits at waste
sites is accordingly small in relation to the volume of materials collected by
the Company, and the Company is actively engaged in a waste minimization
program to reduce this small amount even further. The Company also sends some
of the materials it collects to selected third party facilities for further
treatment, processing and/or disposal. The Company audits each of these
facilities prior to shipping any materials to attempt to minimize its potential
superfund liability at these sites.
Most of the Company's CERCLA responsibilities stem from certain historic
disposal practices in the 1970's. These practices were stopped in the mid-to-
late 1970's with the development of expanded recycling technology. The Company
has been a relatively small contributor in most waste disposal sites utilized
by the Company.
Proceedings are currently pending involving several sites with respect to
which the Company has been notified by the EPA or the appropriate state agency
that the Company may be a PRP. The Company is participating in settlement
discussions with the parties and the government at these sites. The Company's
volumetric share of the total waste at a majority of these sites is among the
smallest of the PRPs and the Company has a larger volumetric share at a
minority of these sites. The EPA has requested information from the Company to
ascertain if it may be a PRP at several other sites, but the Company has no
record of having dealings with any of these other sites. The Company has
already settled its liability at eighteen superfund sites.
Costs of Increasing Regulations and Higher Fees and Taxes. State and local
authorities are increasingly adopting legislation and regulations which impose
stricter operating and performance standards and increased taxes, assessments
and fees upon the generators, transporters and handlers of hazardous and
nonhazardous waste. Although historically the Company has been able to pass
most of the costs associated with such legislation and regulations on to its
customers through price increases, there can be no assurance it will be able to
continue to do so in the future.
Capital and Certain Other Expenditures Related to the Environment. A portion
of the Company's capital expenditures are related to compliance with
environmental laws and regulations. The Company estimates capital spending of
approximately $7 million for the year 1995 and $14 million in the aggregate,
for the years 1996 through 1999 in order to comply with RCRA, the Clean Air Act
and other environmental laws and regulations currently in effect in conjunction
with the Company's existing business.
In addition to these capital expenditures, the Company may incur costs in
connection with closure activities at certain of its sites. When the Company
discontinues using or, in certain cases, changes the use of a hazardous waste
management unit, formal closure procedures must be followed. These closure
procedures must be approved by federal or state environmental authorities. In
some cases, costs are incurred to complete remedial cleanup work at the site.
In addition, at certain of the Company's other operating sites, remedial
cleanup work is required as part of the RCRA Corrective
7
Action Program or other state and federal programs. As shown on the Company's
Consolidated Balance Sheet and more fully described in note 9 to the
Consolidated Financial Statements at pages 28 and 38, respectively, of the
Annual Report, the Company has accrued liabilities of approximately $50 million
as of December 31, 1994 for facility closures, remedial cleanup work, superfund
site liability and certain other environmental expenses related to its
operating and previously closed sites.
Enforcement Actions. The Company's goal is to fully comply with all
environmental regulations and other governmental requirements. The Company has
instituted several programs to enhance compliance, including suspending site
operations if appropriate corrective actions are not taken to remedy potential
defects. The Company conducts regular audits of its facilities to assess
compliance with federal and state environmental and safety laws and
regulations. Any potential deficiencies are identified and a corrective action
plan is prepared and implemented to eliminate the potential defect. In 1994 the
Company conducted over 460 such audits. The Company regularly conducts
corporate training courses and seminars focused on environmental control and
safety regulations, in addition to on-going weekly field training for its site
employees.
In spite of the Company's goal to fully comply with all environmental
regulations, given the Company's extensive operations, the technical aspects of
the regulations and the varying interpretations of the requirements from
jurisdiction to jurisdiction, the Company may 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 violations of permits or orders under which the Company operates, or
laws and regulations to which its operations are subject, and are the result of
varying interpretations of the applicable requirements. Generally, these
proceedings result from routine inspections conducted by federal and state
regulatory agencies. In 1991 and 1992, throughout its United States facilities,
201 and 142 regulatory proceedings, respectively, were brought by state or
federal authorities against the Company. In 1993, this number was reduced to
136. This number was reduced again in 1994 to 130. Administrative actions are
counted in the year notice of the violation is received by the Company,
regardless of when the inspection giving rise to the action was conducted. Some
of the proceedings brought in 1994 resulted from inspections performed in
previous years. Of these administrative actions in 1994, approximately 16% of
the alleged deficiencies related to incomplete or incorrect manifests and other
shipping documents. Alleged defects in site operating records, training record
keeping and other paperwork accounted for an additional 44% of these
allegations. The Company processed over one million manifests and completed
several million individual drum labels in 1994. Throughout its facility
network, the Company maintains over 200 sets of operating records and logs in
which millions of individual entries are made annually. A clerical error on a
manifest, drum label or site paperwork can result in a violation notice.
From time to time, the Company becomes subject to proceedings in which
governmental authorities may seek fines and/or penalties from the Company which
exceed $100,000 in each case. Six such proceedings were pending against the
Company at December 31, 1994. In these cases, the governmental authorities
involved may allege, among other things, that at certain of the Company's
facilities, 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 and/or waste handling
violations.
Five such cases were settled during 1994. Two of these five cases were
settled during the first three quarters of 1994 and were previously disclosed
in the Company's quarterly reports on Form 10-Q. The three remaining cases were
settled during the fourth quarter of 1994. In these three cases, the Company
and the State of Ohio entered into a settlement agreement involving alleged
hazardous waste violations at the Company's eight Ohio facilities which
resolved differences in regulatory
8
interpretation and technical issues with the Ohio EPA and resolved alleged
violations dating back to 1986. Pursuant to the agreement, Safety-Kleen paid a
penalty of $825,000, agreed to expend $165,000 for household hazardous waste
collections in Ohio over the next three years and reimbursed the Ohio Attorney
General's Office $10,000 for processing costs.
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. The Company paid approximately $4 million in 1994 for environmental
fines, penalties and forfeitures.
Potential Environmental Liabilities. Based on its past experience and its
knowledge of pending cases, the Company believes it is unlikely that the
Company's actual liability on cases now pending (including enforcement actions
of the type described above and CERCLA or state superfund cases) 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 on any particular environmental claim will prove to
be larger than anticipated or 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 results of operations for that period.
FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND INDUSTRY
SEGMENTS
The Company operates primarily in one business segment: providing businesses
with environmentally safe and convenient solutions for managing fluid waste and
other recoverable resources. For a discussion of financial information relating
to foreign and domestic operations and industry segments refer to Note 3 to the
Consolidated Financial Statements appearing on pages 31 and 32 of the Annual
Report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are:
NAME AGE POSITION
---- --- --------
Donald W. 64 Chairman of the Board
Brinckman
John G. 54 President, Chief Executive Officer and Director
Johnson
Jr.
Hyman K. 40 Senior Vice President General Counsel
Bielsky
Roy D. 46 Senior Vice President Business Management and Marketing
Bullinger
Robert J. 57 Senior Vice President Human Resources
Burian
Michael H. 47 Senior Vice President Marketing Services and Customer Care
Carney
Joseph 49 Senior Vice President Processing, Engineering and Oil Recovery
Chalhoub
David A. 54 Senior Vice President Sales and Service
Dattilo
Scott E. 40 Senior Vice President Environment, Health and Safety
Fore
F. Henry 41 Senior Vice President Strategic/Environmental Planning
Habicht II
William P. 52 Senior Vice President Operations and Information
Kasko
Robert W. 47 Senior Vice President Finance and Secretary
Willmschen
Jr.
Glenn R. 37 Vice President Engineering
Casbourne
Clark J. 57 Vice President Technical Services
Rose
Laurence M. 49 Treasurer
Rudnick
Clifford J. 43 Controller
Schulz
9
Mr. Brinckman relinquished his post as Chief Executive Officer of the Company
as of December 31, 1994, a position he held since 1968. He served as President
of the Company from 1968 to August, 1990, and December, 1991 to May, 1993. Mr
Brinckman was elected Chairman of the Company's Board of Directors in August,
1990. Mr. Brinckman is also a director of Johnson Worldwide Associates, Inc.,
Racine, Wisconsin, Paychex, Inc., Rochester, New York and Snap-On Incorporated,
Kenosha, Wisconsin. Mr. Brinckman is Chairman of the Executive Committee.
Mr. Johnson was elected President and a director of the Company in May 1993,
and assumed the additional responsibility of Chief Executive Officer as of
January 1, 1995. He joined Safety-Kleen in January, 1993 as Assistant to the
Chairman/CEO. Prior to joining Safety-Kleen, Mr. Johnson was employed by ARCO
since 1958. He served as Senior Vice President of ARCO Chemical Company since
1986. In 1987, he became a director and in 1988 was given the added
responsibility of President of ARCO Chemical Americas, a division of ARCO
Chemical Company.
Mr. Bielsky was elected Senior Vice President General Counsel in May, 1993.
Mr. Bielsky served as Assistant General Counsel-Commercial since January, 1990,
and as Associate Counsel since joining the Company in 1987.
Mr. Bullinger was named Senior Vice President Business Management and
Marketing in June 1994. He served as Vice President Sales--Central Division
since 1985 and as a Regional Manager since joining the Company in 1975.
Mr. Burian was appointed Senior Vice President Human Resources in May, 1993.
He served as Senior Vice President Administration since August, 1990. Mr.
Burian joined the Company in July, 1986, as Vice President Personnel.
Mr. Carney was named Senior Vice President Marketing Services and Customer
Care in June 1994. He served as Senior Vice President Marketing since August,
1990 and Vice President Marketing since May, 1987. He joined the Company in
1976, serving in various marketing positions until his appointment to Vice
President Marketing.
Mr. Chalhoub was elected Senior Vice President, Oil Recovery Division in
August, 1990. In August, 1991, Mr. Chalhoub was assigned the additional
responsibilities of overseeing the processing and engineering departments. He
served as Vice President Oil Recovery Division since February, 1990. He has
served as President of the Company's former subsidiary, Breslube Holding Corp.,
since May, 1987.
Mr. Dattilo was named Senior Vice President Sales and Service in August,
1990. He served as Vice President Corporate Branch Sales and Service since
January, 1980.
Mr. Fore was elected Senior Vice President Environment, Health and Safety in
May, 1993. He served as Vice President Environment, Health and Safety since
August, 1987, and was previously Associate General Counsel since joining the
Company in 1985.
Mr. Habicht joined the Company in March, 1993, as Senior Vice President, and
in May, 1993, he was elected Senior Vice President Strategic/Environmental
Planning. Prior to joining the Company, he served as Deputy Administrator of
the U.S. Environmental Protection Agency from 1989 to 1992. From 1987 to 1989
Mr. Habicht was Vice President of William D. Ruckelshaus Associates, an
environmental consulting firm.
Mr. Kasko was elected Senior Vice President Operations and Information in
August, 1990. He previously served as Vice President Operations since 1981.
Mr. Willmschen was named Senior Vice President Finance in August, 1990. He
served as Vice President Finance and Secretary since February, 1982.
Mr. Casbourne was named Vice President Engineering in August, 1991. He served
as Vice President Engineering for the Oil Recovery Division since January,
1990. Prior to this, he served in various engineering capacities in the
Company's Oil Recovery Division and its predecessor, Breslube Enterprises,
since 1987.
10
Mr. Rose was named Vice President Technical Services in August, 1989, after
serving as Manager of Recycle Center Operations since joining the Company in
June, 1984.
Mr. Rudnick joined the Company in September, 1979, and was appointed
Treasurer in January, 1980.
Mr. Schulz was named Controller in December, 1994. He served as Controller
North American Operations and Assistant Controller Cost and Inventory since
1991 and 1987, respectively.
ITEM 2. PROPERTIES
The Company owns 12 solvent recycling plants in the U.S., Puerto Rico, the
United Kingdom and Germany. In total, these plants have an annual recycling
capacity of 64 million gallons of parts cleaner solvents and 34 million gallons
of halogenated, fluorinated and flammable solvents. The total storage capacity
of these plants is approximately 8.4 million gallons. In addition, the Company
owns 3 fuel blending facilities, located on leased land, which have combined
storage capacity of approximately 2.6 million gallons.
The Company owns 2 oil re-refining plants with a combined annual re-refining
capacity of 119 million gallons. These plants are located in Ontario, Canada
and East Chicago, Indiana.
The Company leases 5 distribution facilities and owns 3 distribution
facilities in the U.S., United Kingdom and Germany, averaging approximately
45,000 square feet. The Company has 18 accumulation centers across the U.S. Of
these, 13 are owned and 5 are leased. A typical accumulation center is
approximately 8,000 square feet. These centers serve branches by collecting
drums of waste from the Fluid Recovery Service, Dry Cleaner Service, Paint
Refinishing Service and other small quantity generator services. As truck load
quantities are collected, they are transported from the accumulation centers to
the recycling plants.
In North America, Germany, France, Belgium, Italy, Spain, the Republic of
Ireland and the United Kingdom, the Company's sales and service representatives
operate out of 236 branch facilities. Of these, approximately 50% are leased
and 50% are owned. A typical branch is approximately 8,000 square feet.
The Company owns a 106,000 square foot plant in New Berlin, Wisconsin, where
parts cleaner machines and buffing pads are manufactured.
The Company owns a 285,000 square foot corporate headquarters building
located in Elgin, Illinois and a 66,000 square foot Technical Center located in
Elk Grove Village, Illinois. The Company also owns a 128,000 square foot office
building located in Elgin, Illinois, which is being marketed for sale or lease.
The Company operates approximately 2,600 van-type vehicles, 240 straight
tanker-type service vehicles and 700 pieces of over-the-road equipment, most of
which are owned by the Company. The Company also leases approximately 480
railroad tanker cars.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to "Item 1. Business," subcaption "Regulation," for
information concerning certain environmental matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
interim period of the fiscal year ended December 31, 1994.
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The "Market and Dividend Information" appearing on page 41 of the Annual
Report is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The "Selected Financial Data" appearing on page 25 of the Annual Report is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 20-25 of the Annual Report is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Report of Independent Public Accountants", Consolidated Financial
Statements and "Notes to Consolidated Financial Statements" appearing on pages
26-39 of the Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the heading "Executive Officers of the
Registrant" in Part I, Item 1 of this Annual Report on Form 10-K and under the
headings "PROPOSAL 1: ELECTION OF DIRECTORS" and "COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Company's definitive proxy
statement for the May 12, 1995 Annual Meeting of Shareholders (the "Proxy
Statement") is herein incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the heading "EXECUTIVE COMPENSATION" in the
Proxy Statement is herein incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the heading "COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is herein
incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the headings "EXECUTIVE COMPENSATION",
"CERTAIN RELATIONSHIPS" and "DIRECTORS' COMMITTEES, MEETINGS AND COMPENSATION"
in the Proxy Statement is herein incorporated by reference.
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Item 14(a)1. List of Financial Statements.
The following consolidated financial statements of the Company included
on pages 26-39 of the Annual Report to Shareholders for the year ended
December 31, 1994 are incorporated by reference:
Consolidated Balance Sheets as of December 31, 1994 and January 1,
1994.
Consolidated Statements of Operations for the fiscal years ended
December 31, 1994, January 1, 1994 and January 2, 1993.
Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 1994, January 1, 1994 and January 2, 1993.
Consolidated Statements of Shareholders' Equity for the fiscal years
ended December 31, 1994, January 1, 1994 and January 2, 1993.
Notes to Consolidated Financial Statements.
Item 14(a)2. Financial Statement Schedules.
The following Consolidated Financial Statement Schedules of Safety-
Kleen Corp. and Subsidiaries are included in response to Item 14(d):
PAGE
NO.
----
Report of Independent Public Accountants.............................. 16
Schedule II Allowance for Doubtful Accounts........................... 17
Schedules other than those listed above are omitted as the information
is not required or not applicable, or the required information is shown
in the financial statements or notes thereto.
Item 14(a)3. List of Exhibits.
NUMBER DESCRIPTION
------ -----------
3.1 Articles of Incorporation of the Registrant. (4)
3.2 By-Laws of the Registrant.
4.1 Form of Rights Agreement, dated November 9, 1988, between
Safety-Kleen Corp. and the First National Bank of Chicago. (1)
4.2 Indenture Agreement dated August 15, 1989, between Safety-Kleen
Corp. and the Chase Manhattan Bank, executed in connection with
the Company's issuance and sale from time to time of up to $200
million aggregate principal amount of Debt Securities. (2)
4.2.1 Board of Directors' Resolution executed in connection with the
issuance and sale of $100 million aggregate principal amount of
9.25% Senior Notes due September 15, 1999. (2)
4.2.2 Board of Directors' Resolution executed in connection with the
future issuance and sale of up to $100 million aggregate
principal amount of Series A Medium Term Notes. (2)
13
NUMBER DESCRIPTION
------ -----------
4.3 Note Purchase Agreement dated as of January 15, 1995, between
Safety-Kleen Corp. and certain Purchasers, executed in
connection with the Company's issuance and sale of its 8.05%
Senior Notes due January 30, 1998 in the aggregate principal
amount of $50 million.
10.1 Safety-Kleen Corp. 1985 Stock Option Plan. (3)*
10.2 Safety-Kleen Corp. 1988 Non-Qualified Stock Option Plan for
Outside Directors. (1)*
10.3 Form of Safety-Kleen Corp. Severance Agreement. (3)*
10.3.1 Current Schedule of Participants to Safety-Kleen Corp. Severance
Agreement.*
10.4 Safety-Kleen Corp. 1993 Stock Option Plan. (5)*
10.5 Employment Agreement and Addendum to Severance Agreement dated
January 11, 1993, between John G. Johnson, Jr. and Safety-Kleen
Corp. (6)*
10.6 Safety-Kleen Corp. Excess Benefit Plan. (5)*
10.7 Safety-Kleen 1994 Management Incentive Plan. (6)
10.8 Safety-Kleen 1995 Management Incentive Plan.*
10.9 Severance Agreement dated January 1, 1995, between Donald W.
Brinckman and Safety-Kleen Corp.*
10.10 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.
13 Annual Report to Shareholders for the year ended December 31,
1994.
21 Subsidiaries of the Registrant. (3)
23 Consent of Experts.
27 Financial Data Schedule. (EDGAR Filing Only)
99.1 Press Release issued February 10, 1995 regarding 1994 results of
operations.
-------------------------
(1) Previously filed and incorporated herein by reference from
Registrant's Current Report on Form 8-K, dated November 10, 1988.
(2) Previously filed and incorporated herein by reference from
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended September 9, 1989.
(3) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990.
(4) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991.
(5) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993.
(6) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994.
*Indicates each management or compensatory plan or arrangement
required to be filed as an exhibit to this form pursuant to Item
14(c) of this report.
(Copies of these exhibits can be obtained from the Company for its
reasonable out-of-pocket expense for furnishing such copies.)
Item 14(b). Reports on Form 8-K.
None.
14
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
Safety-Kleen Corp.
Date: March 29, 1995 By: /s/ Robert W. Willmschen, Jr.
------------------------------------- -------------------------------------
Senior Vice President Finance
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Donald W. Brinckman
------------------------------------
Donald W. Brinckman Chairman of the Board March 29, 1995
/s/ John G. Johnson, Jr.
------------------------------------
John G. Johnson, Jr. President, Chief Executive
Officer and Director March 29, 1995
/s/ Robert W. Willmschen, Jr.
------------------------------------
Robert W. Willmschen, Jr. Senior Vice President
Finance, Chief Financial
Officer March 29, 1995
/s/ Clifford J. Schulz
------------------------------------
Clifford J. Schulz Controller, Chief Accounting
Officer March 29, 1995
/s/ Richard T. Farmer
------------------------------------
Richard T. Farmer Director March 29, 1995
/s/ Russell A. Gwillim
------------------------------------
Russell A. Gwillim Director March 29, 1995
/s/ Edgar D. Jannotta
------------------------------------
Edgar D. Jannotta Director March 29, 1995
/s/ Karl G. Otzen
------------------------------------
Karl G. Otzen Director March 29, 1995
/s/ Paul D. Schrage
------------------------------------
Paul D. Schrage Director March 29, 1995
/s/ Marcia E. Williams
------------------------------------
Marcia E. Williams Director March 29, 1995
/s/ W. Gordon Wood
------------------------------------
W. Gordon Wood Director March 29, 1995
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and
Shareholders of Safety-Kleen Corp.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Safety-Kleen Corp. annual
report to shareholders incorporated by reference into this Form 10-K, and have
issued our report thereon dated February 9, 1995. Our report on the
consolidated financial statements includes an explanatory paragraph with
respect to the changes in the methods of accounting for post-retirement
benefits other than pensions and accounting for income taxes, effective
December 29, 1991, as discussed in Notes 7 and 8 to the consolidated financial
statements. Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Supplemental Schedule II is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, fairly states in all material respects, the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
Chicago, Illinois,
February 9, 1995.
16
SCHEDULE II
SAFETY-KLEEN CORP. AND SUBSIDIARIES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FISCAL YEAR ENDED
----------------------------------
DECEMBER 31, JANUARY 1, JANUARY 2,
1994 1994 1993
------------ ---------- ----------
(EXPRESSED IN THOUSANDS)
Balance at beginning of year................. $ 8,432 $ 7,399 $ 7,250
Provision charged to operating expenses...... 5,067 6,822 7,053
Write-offs net of recoveries................. (4,631) (5,789) (6,904)
------- ------- -------
Balance at end of year....................... $ 8,868 $ 8,432 $ 7,399
======= ======= =======
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
17
EXHIBIT INDEX
-------------
NUMBER DESCRIPTION
------ -----------
3.1 Articles of Incorporation of the Registrant. (4)
3.2 By-Laws of the Registrant.
4.1 Form of Rights Agreement, dated November 9, 1988, between
Safety-Kleen Corp. and the First National Bank of Chicago. (1)
4.2 Indenture Agreement dated August 15, 1989, between Safety-Kleen
Corp. and the Chase Manhattan Bank, executed in connection with
the Company's issuance and sale from time to time of up to $200
million aggregate principal amount of Debt Securities. (2)
4.2.1 Board of Directors' Resolution executed in connection with the
issuance and sale of $100 million aggregate principal amount of
9.25% Senior Notes due September 15, 1999. (2)
4.2.2 Board of Directors' Resolution executed in connection with the
future issuance and sale of up to $100 million aggregate
principal amount of Series A Medium Term Notes. (2)
4.3 Note Purchase Agreement dated as of January 15, 1995, between
Safety-Kleen Corp. and certain Purchasers, executed in connection
with the Company's issuance and sale of its 8.05% Senior Notes
due January 30, 1998 in the aggregate principal amount of $50
million.
10.1 Safety-Kleen Corp. 1985 Stock Option Plan. (3)*
10.2 Safety-Kleen Corp. 1988 Non-Qualified Stock Option Plan for
Outside Directors. (1)*
10.3 Form of Safety-Kleen Corp. Severance Agreement. (3)*
10.3.1 Current Schedule of Participants to Safety-Kleen Corp. Severance
Agreement.*
10.4 Safety-Kleen Corp. 1993 Stock Option Plan. (5)*
10.5 Employment Agreement and Addendum to Severance Agreement dated
January 11, 1993, between John G. Johnson, Jr. and Safety-Kleen
Corp. (6)*
10.6 Safety-Kleen Corp. Excess Benefit Plan. (5)*
10.7 Safety-Kleen 1994 Management Incentive Plan. (6)
10.8 Safety-Kleen 1995 Management Incentive Plan.*
10.9 Severance Agreement dated January 1, 1995, between Donald W.
Brinckman and Safety-Kleen Corp.*
10.10 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.
13 Annual Report to Shareholders for the year ended December 31,
1994.
21 Subsidiaries of the Registrant. (3)
23 Consent of Experts.
27 Financial Data Schedule. (EDGAR Filing Only)
99.1 Press Release issued February 10, 1995 regarding 1994 results of
operations.
-------------------------
(1) Previously filed and incorporated herein by reference from
Registrant's Current Report on Form 8-K, dated November 10, 1988.
(2) Previously filed and incorporated herein by reference from
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended September 9, 1989.
(3) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990.
(4) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991.
(5) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993.
(6) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994.
*Indicates each management or compensatory plan or arrangement
required to be filed as an exhibit to this form pursuant to Item
14(c) of this report.