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
November 20, 1997
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Date of Report (Date of earliest event reported)
Safety-Kleen Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-8513 39-6090019
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Brinckman Way, Elgin, Illinois 60123-7857
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(Address of principal executive offices) (Zip Code)
(847) 697-8460
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(Registrant's telephone number)
ITEM 5. OTHER EVENTS.
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On November 20, 1997, Safety-Kleen ("Safety-Kleen") signed an Agreement and
Plan of Merger dated as of November 20, 1997 (the "Merger Agreement") by and
among SK Parent Corp., SK Acquisition Corp., a wholly-owned subsidiary of SK
Parent Corp., and the Company, providing for the merger of SK Acquisition Corp.
with and into the Company. SK Parent Corp. is a newly-formed company owned
equally by Philip Services Corp., Apollo Advisors, L.P. and Blackstone
Management Associates III, L.P.
The Merger Agreement provides that each share of Safety-Kleen common stock,
par value $.10 per share, will receive $27.00 cash for that share. Upon
completion of the merger, Safety-Kleen will be a wholly-owned subsidiary of SK
Parent Corp.
The merger is subject to certain conditions, including the approval of
Safety-Kleen's shareholders at a special meeting to be held as soon as
practicable, the expiration of antitrust regulatory waiting periods, the receipt
of certain approvals under the Competition Act (Canada) and the funding of
financing arrangements.
The Merger Agreement includes provisions prohibiting Safety-Kleen from
actively soliciting another purchaser, and provides for the payment of certain
fees and the reimbursement of certain expenses to SK Parent Corp. in the event
of a termination of the Merger Agreement under certain circumstances.
In connection with the execution and delivery of the Merger Agreement and
the transactions contemplated thereby, the Board of Directors of Safety-Kleen
authorized the execution and delivery of a Second Amendment, dated as of
November 20, 1997, to Safety-Kleen's Rights Agreement dated as of November 9,
1988, as amended, which is filed herewith as Exhibit 4.1.
Safety-Kleen has issued a press release announcing the execution of the
Merger Agreement, which is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) The following exhibits are filed with this report:
2.1 Agreement and Plan of Merger dated as of November 20, 1997
between SK Parent Corp., SK Acquisition Corp. and Safety-Kleen Corp.
4.1 Second Amendment dated as of November 20, 1997 between Safety-
Kleen Corp. and The First National Bank of Chicago, as Rights Agent.
99.1 Press Release dated November 20, 1997.
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.
SAFETY-KLEEN CORP.
/s/ DONALD W. BRINCKMAN
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Donald W. Brinckman
Dated: November 20, 1997 Chairman and Chief Executive Officer
Description of Exhibits
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Exhibit No.
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2.1 Agreement and Plan of Merger dated as of November 20, 1997
between SK Parent Corp., SK Acquisition Corp. and Safety-Kleen
Corp.
4.1 Second Amendment dated as of November 20, 1997 between
Safety-Kleen Corp. and The First National Bank of Chicago, as
Rights Agent.
99.1 Press Release issued by Safety-Kleen Corp., dated November 20,
1997.