SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Laidlaw Environmental Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
50730L
(CUSIP Number)
Ivan R. Cairns
Senior Vice-President & General Counsel
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
(905) 336-1800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is
the subject of this Schedule 13D, and is filing this statement
because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid
with the statement: [ ]
No Fee Required
Page 1 of 11 Pages
<PAGE>
CUSIP Number 50730L Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laidlaw Inc.
Not Applicable -- Canadian
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
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------- ----------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
120,000,100
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0-
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------- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
120,000,100
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%
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- ------------ -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
CUSIP Number 50730L Page 3 of 11 Pages
Item 1. Security and Issuer
This statement relates to the common stock, Par value $1.00,
of Laidlaw Environmental Services, Inc. ("LESI"), formerly Rollins Environmental
Services, Inc., the principal executive offices of which are located at:
1301 Gervais Street, Columbia, SC 29201.
Item 2. Identity and Background
This statement is being filed by Laidlaw Inc. ("Laidlaw").
Laidlaw is a corporation continued under the laws of Canada whose principal
business and offices are located at: 3221 North Service Road, Burlington,
Ontario, Canada L7R 3Y8. Laidlaw through subsidiaries is involved in the
provision of passenger services including the operation of school buses and
healthcare transportation.
The names, business addresses, principal occupations or
employments and citizenships (and the names, principal businesses and addresses
of the corporations or other organizations in which such employment is
conducted) of the executive officers and directors of Laidlaw are set forth in
Schedule 1 attached hereto and incorporated herein by reference.
During the last five years neither Laidlaw nor to the best knowledge of
Laidlaw, the persons listed on Schedule 1 hereto has (1) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanours); or
(2) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws of finding
any violation with respect to such laws.
<PAGE>
CUSIP Number 50730L Page 4 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration
Laidlaw acquired from LESI the 120 million shares of LESI
common stock and the other consideration described herein as a result of the
sale by Laidlaw and certain of its subsidiaries to LESI of Laidlaw's hazardous
waste operations (the "Transaction") pursuant to a Stock Purchase Agreement
dated as of February 6, 1997 (the "Stock Purchase Agreement"). See Item 4.
Item 4. Purpose of Transaction.
The purpose of the Transaction was for Laidlaw to sell to LESI
Laidlaw's hazardous waste operations.
Laidlaw's acquisition of the LESI common stock was for
investment purposes.
As additional consideration for the sale of its hazardous
operations, Laidlaw acquired a $350 million 5% Subordinated Convertible
Pay-in-Kind Debenture Due 2009 (the "Debenture"). Interest payments due to and
including May 15, 1999 shall and thereafter may be made in shares of common
stock of LESI in accordance with the terms of the Debenture. The Debenture is
also convertible into shares of common stock of LESI at a conversion price of
$3.75 at any time on and after May 15, 2002.
The 120 million shares of LESI common stock delivered at the
closing on May 15, 1997, (the "Closing Date") and to be delivered under certain
circumstances under the Debenture were not and are not expected to be registered
under the Securities Act of 1933 (the "Securities Act"). LESI has granted
certain registration rights covering the securities described above to Laidlaw
under a Stock Registration Agreement dated May 15, 1997 (the "Registration
Agreement"). See Item 6. Three of the officers of Laidlaw or its subsidiaries
have become directors of LESI. See Item 6.
<PAGE>
CUSIP Number 50730L Page 5 of 11 Pages
Item 5. Interest in Securities of the Issuer
(a) Laidlaw beneficially owns 120,000,100 shares of LESI
common stock or approximately 67% of the outstanding shares of LESI's
common stock.
(b) Laidlaw has the sole power to vote and dispose of the
Allied shares of common stock it beneficially owns subject to the
agreements described in Items 4 and 6.
(c) Laidlaw acquired 120 million of the shares of common stock it
beneficially owns on the Closing Date. See Items 3 and 4.
(d) None
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As part of the Transaction, Laidlaw and LESI executed the
Stock Purchase Agreement and various other agreements.
Stock Purchase Agreement
The Stock Purchase Agreement contains, among other provisions,
representations and warranties made by both parties, guarantees and
indemnifications.
The consideration paid to Laidlaw on the Closing Date
consisted of:
(i) $400 million cash less the principal amount of assumed
indebtedness;
(ii) the 120 million shares of LESI common stock; and
(iii) the Debenture. See Item 4.
The Stock Purchase Agreement also provides:
Board Representation
At or prior to the closing date, LESI shall increase the size
of its Board of Directors to ten members and, on the closing date, Laidlaw and
LESI shall use their best efforts to cause to be elected the following
individuals to the Board of Directors of LESI.
<PAGE>
CUSIP Number 50730L Page 6 of 11 Pages
(i) The President and Chief Executive Officer of LESI; (ii) three individuals
who shall be designated by LESI; (iii) three individuals who shall be designated
by Laidlaw; and (iv) three individuals who shall be designated jointly by LESI
and Laidlaw.
The Board of Directors shall consist of three classes of directors. The
term of office of the first class shall expire at the next annual meeting of the
Board of Directors; of the second class, one year thereafter; and of the third
class, two years thereafter and each annual meeting of the Board of Directors
held after such classification, directors shall be chosen for a full three year
term to succeed those whose terms expire. Each class of director shall have at
least one representative who has been nominated solely by LESI, solely by
Laidlaw and by Laidlaw and LESI acting jointly. On the Closing date, James
R. Bullock, President and Chief Executive Officer of Laidlaw, was elected
a director for a term of three years, John R. Grainger, President and Chief
Operating Officer of Laidlaw's Passenger Services Group, was elected a director
for a term of two years and Leslie W. Haworth, Senior Vice-President and Chief
Financial Officer of Laidlaw, was elected a director for a term of one year.
Registration Agreement
In the Registration Agreement delivered at the Closing Date,
LESI makes certain undertakings with respect to the registration of certain LESI
securities under the United States federal and state and Canadian provincial and
territorial securities laws (collectively, the "Securities Laws"). Subject to
certain restrictions, the Registration Agreement grants Laidlaw the right to
demand on up to three occasions, until May 15, 2002 and thereafter on up to
three occasions until May 15, 2009 (provided that such rights shall terminate
one year from the date 80% of the Debenture has been converted or redeemed),
the registration under the Securities Law of (i) the shares of LESI common stock
issued on the Closing Date, (ii) any shares of LESI common stock issued in
payment of interest on or upon conversion of the Debenture, (iii) the
Debenture, and (iv) any shares of LESI common stock issued in connection with
any stock dividend on or any stock split,
<PAGE>
CUSIP Number 50730L Page 7 of 11 Pages
reclassification or reorganization of shares of LESI common stock referenced in
the foregoing clauses (collectively, the "Registerable Securities"). Laidlaw may
exercise its demand registration rights by sending LESI a written request for
registration, whereupon LESI must (i) prepare and file (and use its best efforts
to cause to become effective) a registration statement under the federal
securities laws and (ii) use its reasonable efforts to effect the qualification
under Canadian securities laws, of the number of Registerable Securities
requested to be registered by Laidlaw. The registration rights shall be freely
transferable by Laidlaw to any person which after such transfer would
hold at least 10% of the issued and outstanding common stock of LESI.
In addition, the Registration Agreement grants unlimited incidental or
piggyback" registration rights to Laidlaw.
All expenses of any registrations under the Registration
Agreement will be borne by LESI, except that Laidlaw will reimburse LESI for any
expenses relating to registration in Canada. LESI agrees in the Registration
Agreement to indemnify Laidlaw and others against certain Securities Law
liabilities.
Item 7. Material to be Filed as Exhibits
The following are being filed as exhibits to this statement
all of which are, pursuant to Rule 12b-32 under the Exchange Act, incorporated
by reference to the definitive Proxy Statement of LESI, dated April 30, 1997:
Exhibit A - Stock Purchase Agreement
Exhibit B - Debenture
Exhibit C - Registration Agreement
<PAGE>
CUSIP Number 50730L Page 8 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
LAIDLAW INC.
By: /s/Ivan R. Cairns
Senior Vice-President
& General Counsel
Dated: May 30, 1997
<PAGE>
CUSIP Number 50730L Page 9 of 11 Pages
SCHEDULE 1
Directors and Executive Officers of Laidlaw Inc. The name, present
principal occupation or employment of each of the directors and executive
officers of Laidlaw Inc., and the name, principal business and address of any
organization in which such employment is conducted, are set forth below. Unless
otherwise indicated, the business address of each person listed below is c/o
Laidlaw Inc., 3221 North Service Road, P.O. Box #5028, Burlington, Ontario,
Canada, L7R 3Y8. Each director and executive officer listed below is a citizen
of Canada, except as otherwise indicated. Directors are identified by an
asterisk. The business and address of Laidlaw Inc. is not repeated in this
table.
NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
James R. Bullock* President & Chief Executive Officer
President & Chief Executive Officer Laidlaw Inc.
Laidlaw Inc:
3221 North Service Road
Burlington, Ontario L7R 3Y8
William P. Cooper* President & Chief Executive Officer
President & Chief Executive Officer Cooper Construction Limited
Cooper Construction Limited
85 The East Mall
Toronto, ON M8Z 5W4
William A. Farlinger* Chairman
Chairman Ontario Hydro
Ontario Hydro
700 University Avenue - 19th Floor
Toronto, ON M5G 1X6
Ronald K. Gamey* Executive Vice-President
Executive Vice-President Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall, East
855 2nd Street S.W.
Calgary, Alberta T2P 4Z5
Donald M. Green* Chairman
Chairman ACD Tridon Inc.
ACD Tridon Inc.
4145 N. Service Rd., Suite #200
Burlington, ON L7L 6A3
Martha O. Hesse* (U.S. Citizen) President
President Hesse Gas Company
Hesse Gas Company
6524 San Felipe, Suite 129
Houston, TX 77057
<PAGE>
CUSIP Number 50730L Page 10 of 11 Pages
NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Jack P. Edwards* (U.S. Citizen) President & Chief Executive Officer
President & Chief executive Officer Danzas Corporation
Danzas Corporation
3650-131st Avenue, S.E.
Suite 700
Bellevue, WA 98006
David P. O'Brien* President & Chief Executive Officer
President & Chief Executive Officer Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall, East
855 2nd Street, S.W.
Calgary, Alberta T2P425
Gordon R. Ritchie* Chief Executive Officer
Chief Executive Officer Strategico Inc.
Strategico Inc.
45 O'Connor Street, 20th Floor
Ottawa, Ontario K1P 1A4
William W. Stinson* Director
Director Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall East
855 2nd Street, S.W.
Calgary, Alberta T2P 425
Stella M. Thompson* President
President Stellar Energy Ltd.
Stellar Energy Ltd.
2604 Toronto Crescent N.W.
Calgary, Alberta T2N 3W1
Peter N.T. Widdrington* Chairman of the Board
248 Pall Mall Street, Suite 400 Laidlaw Inc.
London, Ontario NGA 5P6
Ivan R. Caims Senior Vice-President & General Counsel
Senior Vice-President & General
Counsel Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3YB
Leslie W. Haworth Senior Vice-President & Chief
Senior Vice-President & Chief Financial Officer
Financial Officer Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y*
<PAGE>
CUSIP Number 50730L Page 11 of 11 Pages
Name, Title and Business Address Present Principal Occupation or Employment
Jeffery Cassell Vice-President, Risk Management
Vice-President, Risk Management Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
T.A.G. Watson Vice-President, Communications
Vice-President, Communications Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
William R. Cottick Secretary
Secretary Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
