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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
Date of Report (Date of earliest event reported):
November 21, 1997 (November 20, 1997)
Laidlaw Environmental Services, Inc.
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(Exact name of Company as specified in its charter)
Delaware 1-8368 51-0228924
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 933-4200
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ITEM 5. OTHER EVENTS
On November 20, 1997, Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced a revised offer for the 58.3 million outstanding shares of
Elgin, Illinois-based, Safety-Kleen Corp. (NYSE:SK). The LESI announcement also
included the text of a letter to Mr. Donald W. Brinckman, Founder and Chairman
of Safety-Kleen, by Mr. James. R. Bullock, Chairman of LESI. The full text of
the announcement is reproduced below:
LAIDLAW ENVIRONMENTAL REVISES OFFER FOR SAFETY-KLEEN
COLUMBIA, SOUTH CAROLINA...NOVEMBER 20, 1997. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced revised and improved terms for its offer to
acquire all the 58.3 million outstanding shares of Elgin, Illinois-based,
Safety-Kleen Corp. (NYSE:SK). The new offer was delivered this afternoon in a
letter to Mr. Donald W. Brinckman, Chairman and CEO of Safety-Kleen Corp. The
complete text of Laidlaw Environmental Services Inc.'s offer letter is as
follows:
"November 20, 1997
Mr. Donald W. Brinckman
Chairman of the Board
Safety-Kleen Corp.
1000 North Randall Road
Elgin, Illinois 60123
Dear Mr. Brinckman:
Your announcement this morning resolves any ambiguity on the issue of whether
the Safety-Kleen Board of Directors recognizes that the best route to maximizing
shareholder value is through the sale of the company. Under these circumstances
it is equally apparent the Safety-Kleen Board has a fiduciary duty to act as a
responsible auctioneer.
I am writing to advise that we are increasing our offer to acquire Safety-Kleen
to $30.00 per share consisting of $15.00 cash and $15.00 in Laidlaw
Environmental common stock. The cash portion will be reduced by any incremental
costs, such as break-up fees, new severance arrangements and other expenses,
Safety-Kleen may have incurred in connection with its agreement with Philip
Services and others. We presume these costs are insignificant given your
fiduciary duties to Safety-Kleen shareholders, our long standing offer to
negotiate all aspects of our proposal including price and the lack of any
mention of these costs in your public announcement. The exchange ratio of the
stock portion of our offer will be between 2.8 and 3.5 shares based on the
weighted average trading price for Laidlaw Environmental shares for 10 days
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selected by lot from the 20 trading days ending three business days immediately
prior to closing.
Our offer ensures Safety-Kleen shareholders will have the opportunity to share
directly in the value this combination creates. In addition, the stock portion
of our offer can be delivered to Safety-Kleen shareholders on a tax deferred
basis with the value of our shares protected by the collar.
Although I remain puzzled by your lack of interest in our offers to date,
clearly with the terms now embodied in this letter it is time for us to put
behind us the posturing over standstill agreements or litigation on procedural
issues. We trust you and the other members of Safety-Kleen's Board of Directors
will consider the best interests of Safety-Kleen shareholders and agree to meet
with us immediately to negotiate a definitive agreement. We reiterate our
willingness to enter into a mutual confidentiality agreement to facilitate
negotiations.
As time is of the essence, may we hear from you promptly.
Yours very truly,
Laidlaw Environmental Services, Inc.
James R. Bullock
Chairman of the Board"
Laidlaw Environmental Services is the leading provider of hazardous and
industrial waste management services to industry and government. The company
operates from more than 100 locations throughout North America.
Safety-Kleen is a major industrial and environmental service company providing
recycling and other processing of industrial waste streams.
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CONTACTS: James R. Bullock
Chairman
Laidlaw Environmental Services
and President and CEO
Laidlaw Inc.
800-563-6072 ext. 201
Kenneth W. Winger
President and CEO
Laidlaw Environmental Services
803-933-4211
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAIDLAW ENVIRONMENTAL SERVICES, INC.
Date: November 21, 1997 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
