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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 5, 1998 (February 4, 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 4, 1998, Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) made two announcements. The first announcement was that LESI remains
committed to its $30 cash and stock offer for Elgin, Illinois-based Safety-Kleen
Corp. ("SK") (NYSE:SK). The second announcement was that the United States
District Court for the Northern District of Illinois failed to eliminate "poison
pill" provisions enacted by the board of directors of SK (NYSE:SK) or Wisconsin
"merger moratorium" statute provisions. The full text of the announcements are
reproduced below. Note that the second announcement contains statements
regarding LESI's opinion regarding the "poison pill" provisions and the impact
of such provisions on LESI's offer to purchase SK stock.
LAIDLAW ENVIRONMENTAL COMMITTED TO $30 SAFETY-KLEEN BID
COLUMBIA, SOUTH CAROLINA...FEBRUARY 4, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) says it remains committed to its $30 cash and stock offer for
Elgin, Illinois-based Safety-Kleen Corp. (NYSE:SK).
Laidlaw Environmental's chairman, James R. Bullock, said,
"The company remains fully committed to its current offer if
shareholders of Safety-Kleen reject the competing merger proposed by a
shell company organized by Philip Services Corp. (NYSE:PHV) and two
partners. If the shareholders accept the Philip merger proposal, then
Laidlaw's current offer will expire. Laidlaw Environmental will not
withdraw its offer until the February 11th shareholder vote is official
and Safety-Kleen shareholders have had sufficient time to accept this
offer."
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
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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 RULING ON
SAFETY-KLEEN TAKEOVER PROVISIONS
COLUMBIA, South Carolina (February 4, 1998) - Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that the United States District Court for the
Northern District of Illinois has failed to eliminate "poison pill" provisions
enacted by the board of directors of Safety-Kleen Corp. (NYSE:SK) or Wisconsin
"merger moratorium" statute provisions. The provisions create potential
obstacles to the completion of Laidlaw Environmental's current offer to acquire
all of the outstanding shares of Safety-Kleen and can only be eliminated by the
Safety-Kleen board or through further court action.
As previously announced, the Company's current offer will expire should
Safety-Kleen's shareholders approve the Philip Services merger proposal. Laidlaw
urges Safety-Kleen shareholders to vote against the proposed Philip Services
merger on February 11, 1998. Laidlaw said it remains committed to its offer and
will not withdraw its offer until the February 11th shareholder vote is official
and Safety-Kleen shareholders have had sufficient time to accept the offer.
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 5, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
