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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 25, 1997
(November 24, 1997) -----------------
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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 25, 1997, Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced that it filed an amended registration statement on Form
S-4. Additionally LESI announced that on November 24, 1997, it filed a lawsuit
in the federal district court in Chicago against Safety-Kleen Corp. (NYSE:SK).
The full text of the announcement is reproduced below:
LAIDLAW ENVIRONMENTAL FILES REVISED OFFER FOR SAFETY-KLEEN
AND BRINGS ACTION AGAINST SAFETY-KLEEN BOARD TO ENJOIN
PHILIP SERVICES MERGER
COLUMBIA, SOUTH CAROLINA...NOVEMBER 25, 1997. Laidlaw Environmental Services,
Inc. (NYSE:LLE) announced that it filed a lawsuit yesterday in the federal
district court in Chicago against Elgin, Illinois-based, Safety-Kleen Corp.
(NYSE:SK) and its directors seeking to prevent Safety-Kleen from proceeding with
its proposed $27.00 per share merger with a buyout group led by Philip Services
Corp., Apollo Advisors, L.P. and Blackstone Management Associates III, L.P. and
to require Safety-Kleen and its directors to permit Laidlaw Environmental to
take its higher $30.00 a share offer directly to Safety-Kleen's shareholders.
The lawsuit also seeks to enjoin Safety-Kleen from paying up to $75 million in
break-up fees and expenses under the merger agreement because such payments
would be a breach of the Safety-Kleen directors' fiduciary duties.
Laidlaw Environmental also announced that today it filed an amended registration
statement with the Securities and Exchange Commission relating to its increased
offer of $30.00 per share, which was announced last Thursday following the
announcement of Safety-Kleen's agreement with the buyout group. The revised
offer, which was made last week in a letter to Mr. Donald W. Brinckman, chairman
and CEO of Safety-Kleen from James R. Bullock, chairman of Laidlaw
Environmental, consists of $15.00 per share in cash (subject to adjustment) and
$15.00 per share in Laidlaw Environmental common stock. The actual number of
shares of Laidlaw Environmental common stock will be determined by dividing
$15.00 by the weighted average of the trading prices for Laidlaw Environmental
shares for 10 days selected by lot from the 20 trading days ending three
business days immediately prior to the expiration of the offer, but will be not
less than 2.8 shares if the weighted average trading price is equal to or
greater than $5.35714 and not more than 3.5 shares if the weighted average
trading price is equal to or less than $4.28571.
As previously announced, the cash portion of the offer will be reduced by any
incremental costs,
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such as break-up fees, new severance arrangements and other expenses
Safety-Kleen has incurred or may incur in connection with its merger agreement
with the buyout group. Although Safety-Kleen has not publicly disclosed whether
the company entered into any arrangements with management that provide for
incremental severance payments, the break-up fees and expenses alone could
amount to as much as $75 million.
Commenting on the revised offer and the litigation, Laidlaw Environmental
Chairman, James R. Bullock, said, "We were as surprised and disconcerted as we
suspect other shareholders of Safety-Kleen were to learn last week that
Safety-Kleen had attempted to lock up an inferior deal with a buyout group
without having sat down with us to seriously discuss our offer and the ways in
which Safety-Kleen shareholders would benefit from a combination of the two
companies. When it decided to sell the company, the Safety-Kleen board became
subject to a duty to maximize shareholder value. Although it purported to
conduct an "auction" for the company, the Safety-Kleen board made little or no
attempt to inform itself as to the extra value that cost-savings and other
synergies from a combination with a strategic buyer would bring to its
shareholders. That extra value is reflected in our $30 per share offer. Our
lawsuit is intended to prevent the Safety-Kleen board from transferring a
portion of that extra value to the Philip Services buyout group in break-up fees
and expenses or to management in incremental severance packages. We believe that
the district court will agree that this extra value belongs to the Safety-Kleen
shareholders."
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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CONTACTS: James R. Bullock Kenneth W. Winger
Chairman President and CEO
Laidlaw Environmental Services Laidlaw Environmental Services
and President and CEO 803-933-4211
Laidlaw Inc.
800-563-6072 ext. 201
TAG Watson
Vice President Communications
Laidlaw Inc.
800-563-6072 ext. 309
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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 25, 1997 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
