FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAFETY-KLEEN CORP.
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(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1301 Gervais Street, Suite 300
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase New York Stock Exchange
Common Stock Pacific Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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This document consists of 7 pages.
The exhibit index is contained on page 7 of this document.
Item 1. Description of Registrant's Securities to be Registered.
On October 15, 1999 the Board of Directors (the "Board") of
Safety-Kleen Corp. (the (the "Company") declared a dividend distribution of one
Right for each outstanding share of Common Stock, par value $1.00 per share (a
"Common Stock"), of the Company to stockholders of record at the close of
business on October 25, 1999 (the "Record Date"). Except as set forth below,
each Right entitles the registered holder to purchase from the Company one share
of Common Stock at a price of $50 (the "Purchase Price"), subject to adjustment.
The Purchase Price shall be paid in cash. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of
October 15, 1999, between the Company and Equiserve Trust Company, N.A., as
Rights Agent.
Initially, the Rights will not be exercisable, certificates will not be
sent to stockholders and the Rights will automatically trade with the Common
Stock.
Until the close of business on the Distribution Date, which will occur
on the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons has acquired, or obtained
the right to acquire (an "Acquiring Person"), beneficial ownership of 15% or
more of the outstanding Common Stock of the Company (the "Stock Acquisition
Date") or (ii) a date fixed by the Board of Directors of the Company which is
not later than the nineteenth business day after the commencement of a tender
offer or exchange offer which would result in the ownership of 15% or more of
the outstanding Common Stock, the Rights will be represented by and transferred
with, and only with, the Common Stock. Until the Distribution Date, new
certificates issued for Common Stock after October 25, 1999 will contain a
legend incorporating the Rights Agreement by reference, and the surrender for
transfer of any of the Company's Common Stock represented by such certificate
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date, and thereafter the Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until an event occurs which gives rise
to a Distribution Date. The Rights will expire at the close of business on
October 15, 2009, unless earlier redeemed by the Company as described below. All
Common Stock certificates issued prior to
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the Distribution Date will be issued with Rights. Common Stock issued after the
Distribution Date will be issued with Rights if such Common Stock certificates
are issued pursuant to the exercise of stock options or under an employee
benefit plan.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock at the time of grant or (iii) upon
the distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular cash dividends and dividends payable in Common Stock)
or of subscription rights or warrants (other than those referred to above).
Unless the Rights are earlier redeemed, in the event that, after the
Stock Acquisition Date, the Company were to be acquired in a merger or other
business combination (in which any shares of the Company's Common Stock are
changed into or exchanged for other securities or assets) or more than 50% of
the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision shall be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Purchase Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.
In the event (i) any Person becomes the beneficial owner of 15% or more
of the then outstanding shares of Common Stock, other than pursuant to an
all-cash tender offer on the same terms for all outstanding shares of Common
Stock pursuant to which no purchases of Common Stock are made for at least 60
days from the date of commencement thereof and which is accepted by holders of
not less than the number of shares of Common Stock that, when aggregated with
the number of shares of Common Stock owned by the person making the offer (and
its affiliates or associates), equals or exceeds 80% of the outstanding Common
Stock, (a "Permitted Tender Offer"), or (ii) any Acquiring Person or any of its
affiliates or associates engages in one or more "self-dealing" transactions as
described in the Rights Agreement, then each holder of a Right, other than the
Acquiring Person, will have the right
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to receive, upon payment of the Purchase Price, a number of shares of Common
Stock having a market value equal to twice the Purchase Price. This same right
will be available to each holder of record of a Right, other than the Acquiring
Person. If, while there is an Acquiring Person, (i) there occurs any
reclassification of securities, any recapitalization of the Company, or any
merger or consolidation or other transaction involving the Company or any of its
subsidiaries which has the effect of increasing by more than 1% the
proportionate ownership interest in the Company or any of its subsidiaries which
is owned or controlled by the Acquiring Person, and (ii) to the extent that
insufficient shares of Common Stock are available for the exercise in full of
the Rights, holders of Rights will receive upon exercise, shares of Common Stock
to the extent available and then cash, property or other securities of the
Company (which may be accompanied by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate value received is
equal to twice the Purchase Price. Rights are not exercisable following the
occurrence of the events described in this paragraph until the expiration of the
period during which the Rights may be redeemed as described below.
Notwithstanding the foregoing, following the occurrence of the events described
in this paragraph, Rights that are (or, under certain circumstances, Rights that
were) beneficially owned by an Acquiring Person will be null and void.
The Company shall not be required to issue fractions of Rights or to
distribute Right Certificates which evidence fractional Rights. If the Company
shall not issue fractions of Rights, in lieu of such fractional Rights, there
shall be paid to the holders of record of the Right Certificates with regard to
which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the then current market value of a whole Right.
At any time after the date of the Rights Agreement until the earlier of
(i) the close of business on the tenth day following the Stock Acquisition Date
(subject to extension by the Board of Directors), or (ii) the close of business
on October 15, 2009, the Board of Directors may cause the Company to redeem the
Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment (the "Redemption Price"). Immediately upon the action of the Board of
Directors authorizing redemption of the Rights, the right to exercise the Rights
will terminate, and the holders of Rights will only be entitled to receive the
Redemption Price without any interest thereon.
For as long as the Rights are then redeemable, the Company may, except
with respect to the redemption price or date of expiration of the Rights, amend
the Rights in any manner,
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including an amendment to extend the time period in which the Rights may be
redeemed. At any time when the Rights are not then redeemable, the Company may
amend the Rights in any manner that does not adversely affect the interest of
holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
A copy of the Rights Agreement is attached hereto as Exhibit 1. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
1 Rights Agreement, dated as of October 15, 1999,
between the Company and Equiserve Trust Company,
which includes the form of Right Certificate as
Exhibit A and the Summary of Rights to Purchase
Common Stock as Exhibit B.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SAFETY-KLEEN CORP.
(Registrant)
By: /s/ Kenneth W. Winger
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Kenneth W. Winger
President and Chief Executive Officer
Date: October 15, 1999
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
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1 Rights Agreement, dated as of October 15,
1999, between the Company and Equiserve
Trust Company, N.A. which includes the
form of Right Certificate as Exhibit A and
the Summary of Rights to Purchase
Common Stock as Exhibit B.
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