========================================================================== SAFETY-KLEEN BANKRUPTCY NEWS Issue Number 1 -------------------------------------------------------------------------- Copyright 2000 (ISSN XXXX-XXXX) June 12, 2000 -------------------------------------------------------------------------- Bankruptcy Creditors' Service, Inc., Phone 609-392-0900 FAX 609-392-0040 -------------------------------------------------------------------------- SAFETY-KLEEN BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. Subscription rate is US$45 per issue. Reproduction of SAFETY- KLEEN BANKRUPTCY NEWS by any means is prohibited without the permission of the publisher. ========================================================================== IN THIS ISSUE ------------- [00000] HOW TO ORDER A SUBSCRIPTION TO SAFETY-KLEEN BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF SAFETY-KLEEN [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 30, 1999 [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00004] SAFETY-KLEEN DEBTORS' CHAPTER 11 DATABASE [00005] LIST OF SAFETY-KLEEN'S 50 LARGEST UNSECURED CREDITORS KEY DATE CALENDAR ----------------- 06/09/00 Voluntary Petition Date 06/26/00 Deadline for filing Schedules of Assets and Liabilities 06/26/00 Deadline for filing Statement of Financial Affairs 06/26/00 Deadline for filing List of Leases and Executory Contracts 06/29/00 Deadline to provide Utility Companies with adequate assurance 08/08/00 Deadline to assume or reject leases and executory contracts 09/07/00 Deadline for removal of actions pursuant to F.R.B.P. 9027 10/09/00 Expiration of Debtors' Exclusive Period to propose a Plan 12/06/00 Expiration of Debtors' Exclusive Solicitation Period 06/08/02 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Official Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) Expiration of DIP Financing Facility -------------------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO SAFETY-KLEEN BANKRUPTCY NEWS -------------------------------------------------------------------------- SAFETY-KLEEN BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is $45 per issue. Newsletters are delivered via e-mail; invoices, transmitted with each newsletter issue, arrive by fax. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- -------------------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF SAFETY-KLEEN CORP. -------------------------------------------------------------------------- Safety-Kleen Corp. 1301 Gervais Street, Suite 300 Columbia, South Carolina 29201 Telephone 803-933-4200 Fax 803-933-4345 http://www.safety-kleen.com Safety-Kleen Corp. (NYSE:SK) collects, processes, recycles and disposes of hazardous and industrial waste from some 280 collection and processing locations in 45 states, seven Canadian provinces and Puerto Rico. Sales and service representatives operate out of approximately 176 branch facilities, typically 8,000 square-foot in size, of which half are owned and half are leased. Safety-Kleen performs its services using: * 31 service/accumulation centers, 25 of which are owned; * 10 solvent recycling plants (able to process 63 million gallons of parts cleaner solvents and 15 million gallons of halogenated, fluorinated and flammable solvents and store 8.2 million gallons); * 3 fuel-blending facilities, with combined storage capacity of approximately two million gallons; * 2 oil re-refining plants with a combined annual re-refining capacity of approximately 130 million gallons; * 5 distribution facilities averaging 45,000 square feet each; * 8 commercial incineration facilities; * 11 owned landfills throughout the United States and Canada; and * 15 other treatment and disposal facilities; * 3,800 step vans, straight truck and tractors; * 650 tank and vacuum trucks; * 1,200 light duty trucks; * 1,800 trailer units; * 1,250 leased railroad tanker cars; * a 106,000 square foot plant in New Berlin, Wisconsin, where parts cleaner machines are assembled and buffing pads are manufactured; * a 66,000 square foot technical center located in Elk Grove Village, Illinois; * a 285,000 square foot administrative office building located in Elgin, Illinois -- the premises for Old Safety-Kleen's corporate headquarters, which the Company wants to sell; and * 92,000 square feet of leased office space in Columbia, South Carolina for its corporate headquarters. Safety-Kleen describes its business in two broad categories: A. Collection and Recovery. These services describe one side of Safety-Kleen's business, and are subdivided into by the type of customer served: (1) Industrial Services. The Company markets two major categories of service to its Industrial Services customers: (a) Parts Cleaner Service. In Safety-Kleen's Parts Cleaner Service, the Company's service representative places parts cleaner equipment and solvent with a customer. The service representative then makes service calls at regular intervals to clean and maintain the equipment and to remove the dirty solvent and replace it with clean solvent. The majority of the dirty solvent is recycled for reuse. The Company provides a choice of several models of parts cleaners to customers for their use as part of the Parts Cleaner Service and also provides service to customers who own their own parts cleaner equipment. As an alternative to solvent-based systems, Safety-Kleen also offers a line of water-based cleaning systems through its Parts Cleaner Service. (b) Industrial Waste Services. The Company's Industrial Waste Services consist primarily the collection of a wide variety of liquid and solid wastes, hazardous or non-hazardous, typically in drum containers from a customer's location. Depending upon the type of customer, the Company may make frequent pickups of large quantities or may pick up only one or a few 55-gallon drums on a scheduled periodic basis. Depending upon the content, the material collected by the Company may be recycled into usable solvent, processed into a waste-derived fuel for use in the cement manufacturing industry, or disposed of through incineration or landfill methods. The Industrial Waste Services group also provides other comprehensive environmental and technical service. Technical Field Services includes offerings such as Lab Pack Services and In-Plant Services. (2) Commercial and Institutional Services. The Company provides several specialized services to commercial and institutional customers, including: (a) Parts Cleaner Service provided to service stations, car and truck dealers, small engine repair shops, fleet maintenance shops and other automotive and retail repair customers with the same high quality Parts Cleaner Service that it provides to its Industrial Services customers. (b) Paint Refinishing Services are supplied to new and used car dealers, auto body repair and paint shops and fiberglass product manufacturers. 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. The Company either recycles the contaminated solvent into clean solvent for reuse or blends it into fuel used by cement kilns or incinerators. Waste paint and paint booth filters are also collected from these customers and blended into fuel for cement kilns or incinerators. Company representatives also provide clean buffing pads and remove used pads during regularly scheduled service calls. The used pads are washed, dried, inspected and returned to the Company's distribution system. (c) Imaging Service provides health care, printing, photo processing and other businesses and industries with on-site recycling of photochemical solutions, as well as film, plate and silver recovery services. 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. Silver is also recovered from photographic film by outside processors. (d) Dry Cleaner Services collect and recycle contaminated dry cleaning wastes consisting of used filter cartridges and sludge containing perchloroethylene and mineral spirits. (e) Vacuum Services utilizes specialized vacuum trucks to remove residual oil and sludge from underground oil/water separators found at many automotive repair and as well as other residual fluids found at small industrial locations. Collected oil is recycled or reused as a fuel source. (f) Integrated Customer Compliance Services offer customers Material Safety Data Sheets; Fax on Demand, an electronic MSDS management program; Department of Transportation Shipping Paper Services, which provides appropriate shipping papers for hazardous waste shipments; regulatory training; spill and poison control hotlines; and on-site facility assessments. (g) Used Oil Collection and Re-Refining Services collects used lubricating oils from automobile and truck dealers, automotive garages, oil change outlets, service stations, industrial plants and other businesses. The used oil is then transferred to a re-refining plant where most of the product is converted into high-quality base lubricating oil. B. Treatment and Disposal Treatment and disposal services describe the other side of Safety-Kleen's business, involving operation of thermal destruction incinerators, landfills and wastewater treatment facilities. Thermal Treatment and Landfill facilities provide such solutions for the majority of industrial waste streams. The Company's Specialty Services provide a compliment of other technologies for more specialized or economical handling of certain waste streams. Historical revenue contributions by these business segments are: 1999 1998 1997 ---- ---- ---- Collection and Recovery Component Industrial Services ....................... 47% 50% 58% Commercial and Institutional Services ..... 32% 19% 0% --- --- --- Total Collection and Recovery ............... 79% 69% 58% Total Treatment and Disposal ................ 19% 27% 42% European Operations ......................... 2% 4% 0% ---- ---- --- Total Revenue 100% 100% 100% ==== ==== ==== Competition and Seasonality The Company says that it operates in a highly competitive market and estimates that it serves 22% of a $7.4 billion market in North America. The Company claims to do business with a base of 400,000 customers, the largest accounting for less than 3% of its revenue. The business is seasonal to the extent that adverse winter weather affects operations in the second quarter. Regulation The Company is highly regulated by the United States Environmental Protection Agency under the provisions of the Resource Conservation and Recovery Act, the 1984 Hazardous and Solid Waste Amendments to the RCRA, regulations which govern the burning of hazardous wastes in boilers and industrial furnaces, the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA", as amended by the Superfund Amendments and Reauthorization Act). United States, Canadian and other foreign, state, territorial, federal, provincial and local courts, executive offices, legislatures, governmental agencies and ministries, commissions and administrative, regulatory or self-regulatory authorities or instrumentalities and entities like The South Coast Air Quality Management District, the air district for the greater Los Angeles, California area, make their appearance at the Company's doorstep from time-to-time. Employees As of August 31, 1999, the Company employed 9,990 workers, 8% of which were represented by various collective bargaining groups. The Laidlaw Connection In April 1998, pursuant to an exchange offer for cash and stock, Laidlaw Environmental Services, Inc., a subsidiary of Ontario-based Laidlaw Inc., acquired all of the outstanding shares of Safety-Kleen Corp. in a transaction valued at approximately $2.2 billion. As a result of the transaction, Laidlaw's ownership of Safety-Kleen Corp., was reduced to approximately 35% from approximately 67% prior to the transaction. In August 1999, Laidlaw sold to Safety-Kleen the $350 million Safety-Kleen Convertible Pay-in-Kind Debentures for $200 million in cash and 11.321 million common shares of Safety-Kleen, resulting in Laidlaw's ownership in Safety-Kleen becoming 43.6%. -------------------------------------------------------------------------- [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 30, 1999 -------------------------------------------------------------------------- SAFETY-KLEEN CORP. CONSOLIDATED BALANCE SHEETS At November 30, 1999 ASSETS Current assets Cash and cash equivalents ...................... $ 5,932,000 Trade and other accounts receivable, net of allowance for doubtful accounts ............ 446,917,000 Inventories and supplies ....................... 75,117,000 Deferred income taxes .......................... 58,659,000 Other current assets ........................... 54,466,000 --------------- Total current assets ......................... 641,091,000 Long-term investments ............................ 80,134,000 Property, plant and equipment, net ............... 2,597,275,000 Goodwill, net of amortization .................... 1,092,362,000 Other assets ..................................... 39,280,000 --------------- Total assets ................................... $ 4,450,142,000 =============== LIABILITIES Current liabilities Accounts payable ............................... $ 189,408,000 Accrued liabilities ............................ 121,515,000 Current portion of long-term debt .............. 91,796,000 --------------- Total current liabilities .................... 402,719,000 Environmental and other long-term liabilities ..................................... 203,816,000 Long-term debt ................................... 1,961,640,000 Deferred income taxes ............................ 573,145,000 --------------- Total liabilities .............................. 3,141,320,000 --------------- Commitments and contingencies .................... -- --------------- STOCKHOLDERS' EQUITY Common stock ..................................... 100,638,000 Additional paid-in capital ....................... 1,342,472,000 Accumulated other comprehensive income ........... (11,112,000) Accumulated deficit .............................. (123,176,000) --------------- Total stockholders' equity ..................... 1,308,822,000 --------------- Total liabilities and stockholders' equity ..... $ 4,450,142,000 =============== -------------------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING -------------------------------------------------------------------------- Safety-Kleen Seeks Chapter 11 Protection Company Announces 1-888-94-KLEEN Hotline for Customers COLUMBIA, South Carolina -- June 9, 2000 -- Safety-Kleen Corporation (NYSE: SK) announced today that it and 73 of its U.S. subsidiaries filed voluntary petitions for Chapter 11 relief in the United States Bankruptcy Court for the District of Delaware. The Company filed these petitions with the support and cooperation of its existing group of senior secured lenders holding in excess of $1.6 billion in claims against the Company. Safety- Kleen's operations in Canada and Mexico were not part of the bankruptcy filings. The Company also announced that it is finalizing arrangements for initial debtor-in-possession (DIP) financing from a syndicate of banks and financial institutions to support operations during the reorganization process. "The Chapter 11 filing is an extremely important step in getting our financial house in order and improving Safety-Kleen's overall cash flow," said David E. Thomas, Jr, Chairman and Chief Executive Officer. "We are especially pleased by the continued support by the Company's lenders during these difficult circumstances. We believe this continued support is a vote of confidence in the Company and its future." "Our customers and employees will be largely unaffected by the Chapter 11 process," said Grover Wrenn, President and Chief Operating Officer. "In particular, customers will continue to receive the same high-quality, reliable services that they have come to expect from Safety-Kleen. We do not expect any interruption in normal business operations at any of our facilities." Safety-Kleen has established a special toll-free information line for its customers, suppliers and shareholders. These individuals are invited to call 1-888-94-KLEEN for current news and information regarding the Company's Chapter 11 filing. "We still face significant challenges," Thomas said, "but with the capable and experienced management team we have in place, the support of our lenders and regulatory agencies, and our dedicated workforce of more than 10,000 people, I believe we can complete a financial restructuring and implement a successful turnaround plan." Based in Columbia, South Carolina, Safety-Kleen Corp. is the largest industrial and hazardous waste management company in North America, serving more than 400,000 customers in the U.S. and Canada. -------------------------------------------------------------------------- [00004] SAFETY-KLEEN DEBTORS' CHAPTER 11 DATABASE -------------------------------------------------------------------------- LEAD DEBTOR: Safety-Kleen Corp. DEBTOR AFFILIATES FILING SEPARATE CHAPTER 11 PETITIONS: Name of Debtor Affiliate State of Incorporation ------------------------ ---------------------- Safety-Kleen Services, Inc. Delaware Safety-Kleen (Lone and Grassy Mountain), Inc. Oklahoma Safety-Kleen (Tulsa), Inc. Oklahoma Safety-Kleen (San Antonio), Inc. Texas Safety-Kleen (Wichita), Inc. Kansas Safety-Kleen (Delaware), Inc. Delaware SK Services (East), L.C. Utah SK Services, L.C. Utah Safety-Kleen (Rosemount), Inc. Minnesota Safety-Kleen (Sawyer), Inc. Oklahoma Safety-Kleen (PPM), Inc. Georgia Ninth Street Properties, Inc. Missouri Safety-Kleen (San Jose), Inc. California Chemclear, Inc. of Los Angeles Delaware USPCI, Inc. of Georgia Delaware Safety-Kleen Holdings, Inc. Delaware Safety-Kleen (Westmorland), Inc. (50%) California Safety-Kleen (Buttonwillow), Inc. (23%) California Safety-Kleen (NE), Inc. New Hampshire Safety-Kleen (Crowley), Inc. Louisiana Safety-Kleen (LaPorte), Inc. Texas Safety-Kleen (TG), Inc. Delaware Safety-Kleen (Roebuck), Inc. South Carolina Safety-Kleen (TS), Inc. Delaware Safety-Kleen (Colfax), Inc. Delaware GSX Chemical Services of Ohio, Inc. Ohio LEMC, Inc. Delaware Safety-Kleen Chemical Services, Inc. Massachusetts Safety-Kleen (Altair), Inc. Texas Safety-Kleen (FS), Inc. (13%) Delaware Safety-Kleen (BDT), Inc. New York Safety-Kleen (FS), Inc. (87%) Delaware Safety-Kleen (GS), Inc. Tennessee Safety-Kleen (Clive), Inc. Oklahoma Safety-Kleen (WT), Inc. Ohio Safety-Kleen OSCO Holdings, Inc. Delaware Safety-Kleen (Nashville), Inc. Tennessee Safety-Kleen (Bartow), Inc. Florida Safety-Kleen (California), Inc. California Safety-Kleen (Buttonwillow), Inc. (77%) California Safety-Kleen (Westmorland), Inc. (50%) California Safety-Kleen (Chattanooga), Inc. Tennessee Safety-Kleen (Pecatonica), Inc. Illinois Safety-Kleen (Pinewood), Inc. South Carolina Safety-Kleen (White Castle), Inc. Colorado Safety-Kleen (Puerto Rico), Inc. Puerto Rico Safety-Kleen (Bridgeport), Inc. Delaware Safety-Kleen (Deer Park), Inc. Delaware Safety-Kleen (Baton Rouge), Inc. Delaware Safety-Kleen (Plaquemine), Inc. Delaware Safety-Kleen (Custom Transport), Inc. Delaware Safety-Kleen (Los Angeles), Inc. California Safety-Kleen (Tipton), Inc. Delaware Safety-Kleen (Gloucester), Inc. Delaware Safety-Kleen (Deer Trail), Inc. Colorado Safety-Kleen (Mt. Pleasant), Inc. Tennessee Safety-Kleen (Minneapolis), Inc. Minnesota Safety-Kleen (Aragonite), Inc. Delaware Safety-Kleen (Sussex), Inc. Delaware Safety-Kleen (Encotec), Inc. Delaware Safety-Kleen Systems, Inc. Wisconsin SK Europe, Inc. Nevada Dirt Magnet, Inc. Colorado The Midway Gas and Oil Co. Colorado Elgint Corp. Nevada Safety-Kleen Envirosystems Company California Safety-Kleen Envirosystems Company of Puerto Rico, Inc. Indiana Petrocon, Inc. Delaware Phillips Acquisition Corp. Delaware SK Real Estate Inc. Illinois Safety-Kleen International, Inc. Delaware Safety-Kleen Oil Recovery Co. Delaware Safety-Kleen Oil Services, Inc. Delaware The Solvents Recovery Service of New Jersey, Inc. New Jersey Safety-Kleen (Consulting), Inc. Unknown Ecogard, Inc. Unknown KNOWN NON-DEBTOR AFFILIATES NOT FILING CHAPTER 11 PETITIONS: Name of Debtor Affiliate State of Incorporation ------------------------ ---------------------- ViroGroup, Inc. (7.8635%) Delaware USPCI of Mississippi, Inc. (50%) Mississippi OSCO Treatment Systems of Miss., Inc. (50%) Tennessee Curbside, Inc. (49%) California Safety-Kleen Europe Limited (44%) United Kingdom Safety-Kleen Canada Inc. (1) Ontario Environnement Services et Machinerie E.S.M. Inc. Quebec 3E Company Environmental, Ecological and Engineering (75.8%) California Safety-Kleen Services (Canada), Ltd. Canada Safety-Kleen Ltd. Ontario Safety-Kleen (BC) Ltd. Canada 1197296 Ontario Inc. Ontario Safety-Kleen Services (Quebec) Ltd. Quebec Safety-Kleen Services (Mercier) Ltd. Quebec SK D'Incineration Inc. Quebec Safety-Kleen (Ryley) Ltd. Alberta Safety-Kleen (Atlantic) Limited Nova Scotia Safety-Kleen (On-Site) Inc. Ontario ViroGroup, Inc. (78.6349%) Delaware SK Insurance Company Vermont Bankruptcy Case Nos.: 00-02303 through 00-02376 Petition Date: June 9, 2000 Court: United States Bankruptcy Court District of Delaware Marine Midland Plaza Building 824 Market Street Wilmington, Delaware 19801 Judge: Not Yet Assigned Circuit: Third Debtors' Lead Counsel: David S. Kurtz, Esq. Skadden, Arps, Slate, Meagher & Flom 333 West Wacker Drive Chicago, Illinois 60606 Telephone (312) 407-0700 Fax (312) 407-0411 Gregg M. Galardi, Esq. Skadden, Arps, Slate, Meagher & Flom P.O. Box 636 Wilmington, DE 19899 Telephone (302) 651-3000 U.S. Trustee: John D. "Jack" McLaughlin, Esq. Office of the United States Trustee Curtis Center, 9th Floor West 901 Walnut Street Philadelphia, PA 19106 (215) 597-4411 Reported Financial Condition as of November 30, 1999: Total Consolidated Assets: $4,450,142,000 Total Consolidated Liabilities: $3,141,320,000 -------------------------------------------------------------------------- [00005] LIST OF SAFETY-KLEEN'S 50 LARGEST UNSECURED CREDITORS -------------------------------------------------------------------------- Creditor Nature of Claim Amount -------- --------------- ------ Bank of Nova Scotia Trust Company Trustee for 9.25% Bonds $325,000,000 Bank of Nova Scotia Trust Company Trustee for 9.25% Bonds 325,000,000 Toronto Dominion (Texas), Inc. Promissory Note 60,000,000 Tooele County, Utah Loan 45,700,000 California Pollution Control Fin Auth Loan 19,500,000 Tooele County, Utah Loan 8,700,000 Nashville & Davidson Counties IDB Loan 7,000,000 RACT, Inc. Promissory Note 2,000,000 IBM Corporation Trade 985,981 Holnam, Inc., Holly Hill Trade 802,800 Leacon-Sunbelt, Inc. Trade 668,855 Holnam, Inc. Trade 607,000 Holnam, Inc. Trade 593,100 T&T Graphics, Inc. Trade 529,702 Cintas Corporation Trade 498,375 New Pig Corporation Trade 482,109 Computer Consulting Group Trade 452,706 Delta Service Center Trade 423,047 Delta Air Lines, Inc. Trade 404,565 Armakleen Trade 377,253 Union Tank Car Company Trade 361,068 Burlington northern & Santa Fe Trade 354,326 Schneider Bulk Carriers Trade 346,415 Contemporary Technologies, Inc. Trade 339,200 Carolina International Sales Co. Trade 335,265 Inland Towing Company Trade 300,952 M.P. Environmental Services Trade 285,795 ECDC Environmental L.C. Trade 277,401 Ensco Trade 243,854 GNK Associates, Inc. Trade 243,036 Tri-State Motor Transit Trade 236,484 Guinn Construction Co. Trade 229,707 Resource Recovery Techniques Trade 223,647 Obermayer Rebmann Maxwell & Hippel Trade 220,490 Chemex Corporation Trade 220,300 Brandt Madeco Trade 215,705 Shipley Company, Inc. Trade 214,249 Union Pacific Rail Road Company Trade 214,336 Dana Container, Inc. Trade 213,552 Dana Transport, Inc. Trade 211,479 AHA Technology QSA, Inc. Trade 210,017 Analytical Services, Inc. Trade 204,965 Oil Filters Recyclers, Inc. Trade 201,450 Union Pacific Railroad Trade 200,053 Schneider International Trade 200,000 Technology Solutions Co., Inc. Trade 199,253 Ryder Truck Rental, Inc. Trade 196,674 Chemical Waste Management Trade 193,233 K.S. & D., Inc. Trade 191,508 Du Charme, McMillan & Assoc., Inc. Trade 191,256 *** End of Issue No. 1 ***