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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
May 30, 1997 (May 15, 1997)
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Date of Report (Date of earliest event reported)
Laidlaw Environmental Services, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-8368 51-0228924
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1301 Gervais Street, 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
Rollins Environmental Services, Inc.
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One Rollins Plaza, Wilmington, Delaware 19803
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(Former name or former address, if changed since last report.)
Page 1 of 8
Exhibit Index on Page 7
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On May 15, 1997, the transaction approved at the May 13, 1997, special
meeting of the stockholders of Rollins Environmental Services, Inc. ("Rollins")
as described herein in this Item 1 was completed. A copy of the related press
release is attached as Exhibit 99.1 to this Current Report.
At the special meeting on May 13, 1997, the stockholders of Rollins voted to
approve (i) the agreement for the acquisition ("the Acquisition") of the
hazardous and industrial waste operations of Laidlaw Inc.(the "Acquired
Subsidiaries"), a Canadian corporation, by Rollins, as contemplated by the Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of February 6,
1997, among Rollins, Laidlaw Inc. and Laidlaw Transportation, Inc., a Delaware
corporation and indirect wholly owned subsidiary of Laidlaw Inc. ("LTI"); (ii)
in connection with the Acquisition, the issuances (the "Issuances") (a) at the
closing (the "Closing") of the Acquisition, of 120,000,000 shares (the "Stock
Consideration") of Rollins' common stock, par value $1.00 per share (the "Common
Stock") and (b) at a time after the Closing, of a currently indeterminate number
of shares of Common Stock issuable pursuant to the terms of a 5% Subordinated
Convertible Pay-in-kind Debenture due 2009 in the original principal amount of
$350,000,000 (the "PIK Debenture"); and (iii) in connection with the
Acquisition, amendments to Rollins' certificate of incorporation (a) increasing
the number of authorized shares of Common Stock available for issuance from
120,000,000 to 350,000,000 shares, (b) changing the name of Rollins to Laidlaw
Environmental Services, Inc. as of the Closing and (c) increasing the size of
Rollins' Board of Directors (the "Board of Directors") from eight to ten members
(each, an "Amendment", and collectively, the "Amendments"). The stockholders
approved the previously described actions by the following votes: (i) 37,073,694
votes in favor, and 548,117 votes against, with 37,153 shares abstaining, which
is 98.4%, 1.5%, and 0.1%, respectively, of votes cast; (ii) (a) and (b)
33,828,940 votes in favor, and 3,778,577 votes against, with 51,447 shares
abstaining, which is 89.9%, 10.0% and 0.1%, respectively of votes cast; (iii)(a)
33,795,053 votes in favor, and 3,800,461 votes against, with 63,450 shares
abstaining, which is 56.0%, 6.3% and 0.1%, respectively, of shares eligible to
vote; (b) 37,314,572 votes in favor, and 298,894 votes against, with 45,498
shares abstaining, which is 61.8%, 0.5% and 0.1%, respectively, of shares
eligible to vote; and (c) 37,195,627 votes in favor, and 410,942 votes against,
with 52,395 shares abstaining, which is 61.6%, 0.7% and 0.1%, respectively, of
shares eligible to vote.
The Stock Purchase Agreement provided that the purchase price paid by Rollins
consisted of $400,000,000 in cash (less certain assumed bond indebtedness as
described therein, a portion of which was repaid at Closing), the Stock
Consideration and the PIK Debenture. The purchase price was negotiated between
Laidlaw Inc. and Rollins. Upon Closing, the cash consideration was financed with
proceeds from $650,000,000 in aggregate principal amount of senior secured
credit facilities (the "Credit Facilities") from The Toronto-Dominion Bank (the
"Agent"). Following the consummation of the Acquisition, Laidlaw Inc. owns
approximately 67% of the voting stock of the Registrant.
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On February 7, 1997, the Stock Purchase Agreement was filed with the Securities
and Exchange Commission on a Current Report on Form 8-K, and was annexed to
Rollins' Definitive Proxy Statement on Form DEF 14A, filed on May 1, 1997, and
is incorporated by reference as Exhibit 99.2 to this Current Report, and the
description of and all references to the Stock Purchase Agreement are qualified
in their entirety by reference thereto.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The information required by this Item 2 concerning the transaction set forth in
Item 1, accounted for as a reverse acquisition, is contained in the Registrant's
Definitive Proxy on Form DEF 14A, which is incorporated by reference as Exhibit
99.2 to this Current Report.
ITEM 5. OTHER EVENTS.
The Stock Purchase Agreement provided that at, or prior to the closing date, the
Registrant shall increase the size of its Board of Directors to 10 members and
on the closing date, Laidlaw Inc. and the Registrant shall use their best
efforts to cause to be elected the following individuals to the Board of
Directors of the Registrant: (i) The President and Chief Executive Officer of
the Registrant; (ii) three individuals who shall be designated by the
Registrant; (iii) three individuals who shall be designated by Laidlaw Inc.; and
(iv) three individuals who shall be designated jointly by the Registrant and
Laidlaw Inc.
In accordance, the following members of Registrant's Board of Directors
resigned: Messrs. Patrick J. Bagley, William L. Medford, Jr., Nicholas Pappas,
William B. Philipbar, Jr., and Donald C. Stansberry, Jr. Concurrent with the
Closing, the following were appointed to the Registrant's Board of Directors:
James R. Bullock, President and Chief Executive Officer of Laidlaw Inc., was
elected for a term of three years, John R. Grainger, President and Chief
Operating Officer of Laidlaw Inc.'s Passenger Services Group, was elected for a
term of two years and Leslie W. Haworth, Senior Vice President and Chief
Financial Officer of Laidlaw Inc. and Kenneth W. Winger, President and Chief
Executive Officer of the Registrant were elected for a term of one year.
Effective, and concurrent with the Closing, the officers of the Registrant
resigned. Concurrent with the Closing, the following were elected as officers:
James R. Bullock as Chairman of the Board, Kenneth W. Winger as President and
Chief Executive Officer, Michael J. Bragagnolo as Executive Vice President and
Chief Operating Officer, Paul R. Humphreys as Senior Vice President of Finance
and Chief Financial Officer, and Henry H. Taylor as Vice President, General
Counsel, and Secretary.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a). Financial statements of businesses acquired. It is impracticable to provide
all of the required financial statements for the Acquisition at the time of this
Current Report. The required accounting acquirer's audited consolidated balance
sheets as August 31, 1995 and 1996, and the audited consolidated statements of
income and cash flows for the fiscal years ended August 31, 1994, 1995, and
1996, as well as the unaudited interim consolidated balance sheets, statements
of income and cash flows as of, and for the three months ended November 30,
1996, are included in the Registrant's Definitive Proxy Statement on Form DEF
14A, which is incorporated by reference as Exhibit 99.2 to this Current Report.
The unaudited interim financial statements of the accounting acquirer as of, and
for the three months ended February 28, 1997, are not available and will be
filed as an amendment to this Report as soon as practicable, but no later than
60 days after the date this Current Report is required to be filed.
(b). Pro forma financial information. It is impracticable to provide the
required pro form financial information for the acquisition at the time of this
Current Report. The required pro forma financial information will be filed as an
amendment to this Report as soon as practicable, but no later than 60 days after
the date this Current Report is required to be filed.
(c). Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Registrant's press release dated May 15, 1997
99.2 Registrant's Definitive Proxy Statement on Form DEF 14A, filed with the
Securities and Exchange Commission on May 1, 1997.
</TABLE>
ITEM 8. CHANGE IN FISCAL YEAR.
The Acquisition is being accounted for using the purchase method of accounting
applied in accordance with generally accepted accounting principles. Laidlaw
Inc. has the majority of the voting rights of the outstanding equity securities
of the combined company, and as a result, for accounting purposes, the Acquired
Subsidiaries are being treated as the accounting acquirer and the transaction
has been recorded as a reverse acquisition. The operating results of the
combined company will include the results of operations of that part of the
combined company which was Rollins from and after May 15, 1997.
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In accordance, on May 15, 1997, the Board of Directors of the Registrant voted
to change the fiscal year from September 30, to August 31, in continuance of the
accounting acquirer's year end. A Quarterly Report on Form 10-Q was filed May 9,
1997, by Rollins as of, and for the periods ended March 31, 1997. In accordance
with the adoption of the new fiscal year, the Registrant will file the Quarterly
Report on Form 10-Q on or before July 15, 1997, for the periods as of, and ended
May 31, 1997. In addition, appropriate as a result of the close of the fiscal
year being less than a 12-month period, no transition report will be filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Laidlaw Environmental Services, Inc.
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(Registrant)
Date: May 30, 1997 By: /s/ Henry H. Taylor
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Henry H. Taylor
Vice President, General Counsel, and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
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<S> <C> <C>
99.1 Registrant's press release dated May 15, 1997 8
99.2 Registrant's Definitive Proxy Statement on Form DEF 14A,
filed with the Securities and Exchange Commission on
May 1, 1997.
</TABLE>
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LAIDLAW ENVIRONMENTAL/ROLLINS COMPLETES ACQUISITION/NEW NYSE TICKER-LLE
Columbia, South Carolina, May 15, 1997 - Laidlaw Environmental Services, Inc.
(NYSE:LLE) ("Laidlaw Environmental") said it had today completed the previously
announced reverse takeover of Rollins Environmental Services, Inc. The new
entity was concurrently renamed Laidlaw Environmental Services, Inc. and will
trade on the New York Stock Exchange under the symbol LLE.
The transaction combines the leading incinerator operator in the U.S. with the
largest supplier of general hazardous waste management services in North
America. The combined operation, expected to generate annualized revenues of
approximately $850 million, provides customers with local service from more than
100 locations in the U.S. and Canada, including operations at six major
incineration facilities, 32 transfer/service centers, six wastewater treatment
facilities, 10 waste derived fuel blending facilities, six PCB treatment
facilities and 13 landfills. Some 20% of industry incineration capacity will be
removed from service, raising its estimated utilization from approximately 70%
to 87%.
Significant reductions in general overhead and operating costs, estimated to be
approximately $90 million per annum, are expected to be achieved primarily from
the closure of redundant facilities, the elimination of duplication in head
office functions and through the integration of sales and field operating staff.
Commenting on the completion of the transaction, Mr. Kenneth W. Winger, Laidlaw
Environmental's President and CEO said, "The new Laidlaw Environmental Services,
Inc. is a well-capitalized, independent, publicly traded industry leader. Our
stockholders now have the opportunity to participate in the growth of an
unmatched combination of facilities with broad geographic coverage across North
America. Laidlaw Environmental Services provides top-quality, cost-effective
environmental management solutions to customers, large and small."
Laidlaw Environmental is the leading provider of hazardous and industrial waste
management services to industry and government across North America.
Certain statements provided in this news release constitute forward looking
statements that involve a number of risks and uncertainties. These risks and
uncertainties may cause actual results to differ materially from our expected
results. The principal risk associated with achieving expected results in this
transaction is the degree to which anticipated synergies can be achieved. The
consolidation of operations, the integration of departments, systems and
procedures and the relocation of staff present significant management
challenges. There can be no assurance that future consolidated results would
improve as a result of the acquisition, or as to the timing or extent to which
cost savings and efficiencies would be achieved.
Contacts:Kenneth W. Winger Paul R. Humphreys
President & CEO 803-933-4210 Senior Vice President & CFO
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