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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 5, 1997
(November 3, 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
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(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 4, 1997, Laidlaw Environmental Services, Inc. ("LESI")
announced its intent to file documents with the United States Securities and
Exchange Commission (SEC) pertaining to an offer for all 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
communicating LESI's intention to make an offer. The full text of the
announcement, including the letter to Mr. Brinckman, is reproduced below:
LAIDLAW ENVIRONMENTAL PLANS OFFER FOR SAFETY-KLEEN
COLUMBIA, SOUTH CAROLINA...NOVEMBER 4, 1997. Laidlaw Environmental Services,
Inc. (NYSE:LLE) said today that it intends to file documents with the U.S.
Securities and Exchange Commission (SEC) pertaining to an offer for all the 58.3
million outstanding shares of Eglin, Illinois-based Safety-Kleen Corp. (NYSE.SK)
Laidlaw Environmental currently owns 600,000 Safety-Kleen common shares.
The offer for each Safety-Kleen common share is composed of $14.00 cash and 2.4
common shares of Laidlaw Environmental Services. The aggregate value of the
transaction, including debt assumed and other normally incurred costs, is
approximately $1.8 billion.
The intention to make an offer was communicated to Mr. Donald W. Brinckman,
Founder and Chairman of Safety-Kleen by Mr. James R. Bullock, Chairman of
Laidlaw Environmental Services.
The following is the complete text of Mr. Bullock's letter:
November 3, 1997
Mr. Donald W. Brinckman
Chairman & Chief Executive Officer
Safety-Kleen Corp.
1000 North Randall Road
Elgin, Illinois
USA 60123
Dear Mr. Brinckman:
I am writing to you in my capacity as Chairman of Laidlaw Environmental
Services, Inc. Since your August 8th announcement that you would explore
strategic alternatives to enhance shareholder value, we have sought
unsuccessfully, directly through phone calls to you and indirectly through your
advisors, to meet with you to pursue the combination of our companies. Six weeks
ago, at the request of your financial advisor, we submitted a preliminary merger
proposal to which you have yet to respond.
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Needless to say, we are frustrated by your continuing unwillingness to engage in
constructive dialogue.
As you are aware, your advisors have insisted that we sign an agreement that
would permit us to propose strategic alternatives that maximize value for your
shareholders only if you "shall have requested in writing in advance the
submission of such proposal". We have made clear on numerous occasions our
willingness to sign a confidentiality agreement that protects nonpublic
information you choose to share with us. In light of our experience to date,
however, we will not sign any agreement that does not ensure that your
shareholders have opportunity to consider our offer and to maximize value of
their stock.
In response to your continuing unwillingness to meet or commence discussions
with us in a meaningful way, our Board of Directors today authorized and
directed senior management of Laidlaw Environmental Services, Inc. to pursue the
acquisition of Safety-Kleen Corp. We have executed commitment letters with the
Toronto-Dominion Bank to provide all the necessary financing for this
acquisition. We have engaged Bear Stearns & Co. Inc. and Raymond James and
Associates Inc. to serve as our financial advisors and Katten Muchin and Zavis
to serve as our legal counsel.
Our offer for each share of Safety-Kleen Corp. is a combination of $14.00 in
cash and 2.4 common shares of Laidlaw Environmental Services, Inc. stock. This
represents approximately an 18.2% premium to Safety-Kleen's closing price Friday
and a 46% premium to Safety-Kleen's trading price prior to your August 8th
announcement. Please note that our offer is not subject to due diligence or a
financing contingency. We have fully committed financing sufficient to complete
the combination. We believe our offer represents a full and fair price based on
the publicly available information we have reviewed. However, should you be
willing to meet with us, we are prepared to consider any additional information
you may wish to provide that demonstrates that a higher valuation is warranted.
We continue to prefer a negotiated transaction.
Together our companies can create greater shareholder value than can either of
us alone. We estimate annual cost savings and synergies will exceed $100
million. We believe the stock market will embrace this transaction and will
reward the combined company with enhanced stock performance. Our offer ensures
your shareholders participate in this exciting future.
We believe it is in the best interests of our companies to proceed immediately
to negotiate a definitive agreement, containing customary public company terms
and conditions, and to consummate a transaction by year-end. Given the
importance we place on this combination, we are prepared to commit the resources
necessary to see its timely completion. We and our advisors would be pleased to
meet you and your advisors in Chicago either later today or tomorrow to complete
the necessary
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papers.
In recognition of the strategic nature and compelling financial benefits of our
proposed combination to your shareholders and our willingness to consider
modifications to our offer as warranted, we expect you not to enter into any
binding merger or similar agreement with any other party without first exploring
with us the full merits of combining our two companies.
Our Board of Directors unanimously supports this merger. We trust you and the
other members of Safety-Kleen's Board of Directors will consider the best
interests of Safety-Kleen's shareholders and will agree to meet with us promptly
to achieve a mutually beneficial transaction.
We look forward to hearing from you later today.
Sincerely,
James R. Bullock
Chairman
cc: Safety-Kleen, Board of Directors
Laidlaw Environmental Services, Inc. Board of Directors
Douglas T. Lake, Bear Stearns & Co. Inc.
David E. Thomas, Jr., Raymond James & Associates Inc.
Herbert S. Wander, Katten, Muchin & Zavis
William Blair & Company LLC
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.
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SIGNATURES
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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 5, 1997 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
