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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):
February 11, 1998 (February 10, 1998)
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 February 10, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced the exchange ratio for purposes of its offer for
Safety-Kleen Corp. ("SK") (NYSE:SK). Note that the announcement contains
statements regarding LESI's opinion regarding the greater value of LESI's offer
to purchase SK stock as compared to the Buyout proposal. The full text of the
announcement is reproduced below.
FOR IMMEDIATE RELEASE
Contact: Kenneth W. Winger
President and Chief Executive Officer
Paul R. Humphreys
Senior Vice President, Finance and Chief Financial Officer
(803) 933-4210
LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
Columbia, SC (February 10, 1998) - Laidlaw Environmental Services, Inc.
(NYSE:LLE) said today that the exchange ratio for purposes of its offer for
Safety-Kleen Corp. (NYSE:SK), which is currently scheduled to expire at 12:00
Midnight, New York City time, on February 13, 1998, will be 2.8 LLE common
shares for each SK common share validly tendered and not withdrawn, in addition
to the $18.00 per SK share SK holders will be entitled to receive in cash.
Should the LLE offer be extended, the exchange ratio will be recalculated as
described in the Amended Prospectus.
Commenting on the announcement, Mr. Kenneth W. Winger, president and
chief executive officer, said:
"We are perplexed by the SK board's continuing failure to embrace our
offer. There is no longer any serious debate that our offer provides greater
value and certainty than the Buyout proposal. William Blair, SK's own financial
advisor, has opined that "it is more likely than not that, as of the time of the
anticipated closing of the [LLE Offer], the value of the consideration which
would be received under [the LLE Offer] would exceed the value of the
consideration which would be received in the [Buyout]." The Buyout Group has
failed to confirm that its financing is available. In fact, Philip Services
acknowledged in a letter to the SK Board that as of February 7th, Philip was
unable to fund its equity commitment. As noted in SK's own public filings, SK is
not a party to the Philip equity commitment and may not have a claim against
Philip in the event it breaches its commitment and in such event SK Parent
"might not have sufficient funds to consummate the [Buyout]." Under the
circumstances, we cannot
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understand why the SK board desperately clings to a proposal that delivers less
value to shareholders and may well not be able to close in any event."
Mr. Winger continued, "We have been extremely pleased by the warm
reception we have received from SK shareholders and look forward to their
continuing support. We are gratified that Institutional Shareholder Services,
the leading independent proxy advisory firm, believes that the LLE Offer is
superior to the Buyout and recommends a vote against the Buyout."
Laidlaw Environmental Services, Inc., headquartered in Columbia, South
Carolina, supplies hazardous and industrial waste management services to
industry and government across North America. The Company provides customers
with local service from more than 100 locations in the United States and Canada.
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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: February 11, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
