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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):
March 6, 1998 (March 5, 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 March 5, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced that a Federal District Court Judge in Chicago, Illinois,
set a full hearing for March 12, 1998, on Laidlaw Environmental's motion for an
injunction to force the Safety-Kleen Corp. (NYSE:SK) Board to lift the poison
pill and other defensive measures blocking Laidlaw Environmental's exchange
offer to Safety-Kleen shareholders. Note that the announcement contains
statements regarding LESI's opinion of the superiority of LESI's offer to
purchase SK stock as compared to the Buyout proposal and opinion regarding the
likely outcome of the court proceedings. 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
COURT SETS HEARING ON LLE'S MOTION TO LIFT SAFETY-KLEEN'S POISON PILL
Columbia, SC (March 5, 1998) - Laidlaw Environmental Services, Inc. (NYSE:LLE)
announced today that a Federal District Court Judge in Chicago, Illinois, set a
full hearing for March 12, 1998, on Laidlaw Environmental's motion for an
injunction to force the Safety-Kleen Corp. (NYSE:SK) Board to lift the poison
pill and other defensive measures blocking Laidlaw Environmental's exchange
offer to Safety-Kleen shareholders. The Court said that serious questions exist
concerning the Safety-Kleen Board's conduct in continuing to rely upon the pill.
The Court noted that "substantial weight" should be given to the opinion of
Safety-Kleen's own financial advisor, William Blair & Co., which found that
Laidlaw Environmental's offer provides greater value than the $27 Philip Group
merger proposal. The Court further indicated that shareholders should not feel
coerced to vote in favor of the Philip Group Merger Proposal. The Court stated
that it can and will require the Board to lift the pill and other defensive
measures and, if necessary, enjoin the merger proposal if the Court finds that
the Safety-Kleen Board has breached its fiduciary duty by using the poison pill
to block a superior offer.
Commenting on the announcement, Mr. Kenneth W. Winger, president and
chief executive officer, said:
"We are pleased that the Court has scheduled a full hearing on our
request that the Safety-Kleen Board be required to lift the poison pill and
other measures being used to block the shareholders from accepting our offer.
After the Court has scrutinized the conduct of the Safety-Kleen Board, we are
confident that the Safety-Kleen Board will not be allowed to continue to
obstruct our offer. Safety-Kleen shareholders should tender their shares into
the Laidlaw Environmental exchange offer and vote against the Philip Group
merger proposal to assure that they can participate in our superior offer.
"Laidlaw Environmental is committed to its offer. If Safety-Kleen
shareholders reject the Philip Group merger proposal on March 9, 1998, we will
not withdraw our offer until Safety-Kleen shareholders have had sufficient time
to accept the Laidlaw Environmental 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: March 6, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
