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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 18, 1998 (February 18, 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 18, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced that it has further extended its exchange offer for
Safety-Kleen Corp. (NYSE:SK) to 12:00 p.m. Midnight New York City time on
Thursday, February 26, 1998. The full text of the announcement is reproduced
below. 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 Philip group's merger, that the SK Board stands alone in opposition of
LESI's offer and that responsible action by the SK Board would require removal
of the poison pill and other anti-takeover devices.
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 OFFER EXTENDED THROUGH FEBRUARY 26
COLUMBIA, SOUTH CAROLINA...FEBRUARY 18, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that it has further extended its exchange offer
for Safety-Kleen Corp. (NYSE:SK) to 12:00 p.m. Midnight New York City time on
Thursday, February 26, 1998.
Commenting on the announcement, Kenneth W. Winger, Laidlaw
Environmental's president and chief executive officer, said:
"Last Friday Safety-Kleen shareholders delivered a clear message to the
Safety-Kleen Board: `We prefer the Laidlaw Environmental offer!' On Monday, we
extended our offer to give the Safety-Kleen Board time to act responsibly and
remove the poison pill and other anti-takeover devices that prevent us from
accepting and paying for Safety-Kleen shares. Mr. Donald Brinckman, in his
February 16th press release, made clear that the Safety-Kleen Board still
intends to pursue the inferior $27 Philip group merger proposal, to hold a
special shareholder meeting on February 25th and to oppose our offer. We fully
expect Safety-Kleen shareholders to vote against the $27 Philip group proposal.
The Safety-Kleen Board will then have to recognize the will of its shareholders.
Should the Safety-Kleen Board continue thereafter to use its poison pill
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against its own shareholders, we will promptly seek injunctive relief in Chicago
Federal Court. Accordingly, we have extended our offer to February 26th."
Continuing, Mr. Winger said:
"Institutional Shareholder Services, the leading independent proxy
advisory firm, and Safety-Kleen's own financial advisor, William Blair, compared
our offer with the $27 Philip group proposal and found our offer superior. The
majority of Safety-Kleen shareholders have made clear they prefer our offer. In
our view, the Safety-Kleen Board stands alone in opposition."
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
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 18, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
