<PAGE> 1
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 26, 1998 (February 26, 1998)
Laidlaw Environmental Services, Inc.
- --------------------------------------------------------------------------------
(Exact name of Company as specified in its charter)
Delaware 1-8368 51-0228924
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 933-4200
<PAGE> 2
ITEM 5. OTHER EVENTS
On February 26, 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
Monday, March 9, 1998. LESI also announced that it will commence the process to
seek injunctive relief in Chicago Federal Court to remove the obstacles SK's
Board will not remove. The full text of the announcement is reproduced below.
Note that the press release contains statements regarding LESI's opinion
regarding the superior value of LESI's offer to purchase SK stock as compared to
the Philip Group's merger.
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 EXTENDS OFFER - INITIATING COURT ACTION
COLUMBIA, SOUTH CAROLINA...FEBRUARY 26, 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
Monday, March 9, 1998.
LLE also announced that given the decision by SK's Board to adjourn to
March 9, 1998 the February 25, 1998 special meeting (which was the continuation
of the originally scheduled but adjourned February 11, 1998 special meeting) and
LLE's understanding that less than 50% of the SK shareholders voted to support
the Philip Group merger proposal, LLE will commence the process to seek
injunctive relief in Chicago Federal Court to remove the obstacles SK's Board
will not remove.
Commenting on the situation, Mr. Kenneth W. Winger, LLE's president and
chief executive officer, said:
"Inasmuch as the SK Board has disregarded the opinion of its financial
advisor, William Blair & Co., and has ignored the conclusion of Institutional
Shareholder Services that our offer is superior, I suppose we should not be
surprised by yesterday's actions. Based on the voting at yesterday's meeting,
the SK shareholders do not support the Philip Group merger proposal. It's time
for us to return to court and demand that the SK Board be compelled in good
faith to recognize the will of their shareholders. Based on SK management's
admonition to their shareholders last week that a "FAILURE TO VOTE IS THE SAME
AS VOTING NO", we believe a majority of the SK shareholders effectively have
voted against the Philip Group merger proposal, despite representations to
shareholders by SK management earlier in the week that SK was very close to
securing sufficient support to approve the merger."
Also commenting on these latest developments, Mr. James R. Bullock,
LLE's chairman and the president and chief executive officer of Laidlaw Inc.
(NYSE:LDW), said:
"LLE remains fully committed to its planned acquisition of SK. Our
latest extension provides ample time for the SK Board to stop stonewalling and
disregarding the will of the majority of SK shareholders. If the SK Board
removes the impediments it has in place to the completion of the LLE offer for
SK, we believe LLE's offer will enjoy overwhelming acceptance.
"The SK Board has stated that one of the reasons for adjourning
yesterday's special meeting was to remove the uncertainty surrounding the
possible effect on Philip's financing by the release of Philip's audited
financial statements on March 4, 1998. We believe the issue is not whether
Philip can ultimately secure financing, but whether there are not two-thirds of
the SK shareholders willing to be coerced by the SK Board into accepting $27
when a superior offer is available."
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.
<PAGE> 3
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 26, 1998 By: /s/ Kenneth W. Winger
----------------------
Kenneth W. Winger, President
and Chief Executive Officer
