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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 20, 1998 (February 19, 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 19, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced the approval by its shareholders of the authorization of an
additional 400 million common shares and the issuance of shares pursuant to its
exchange offer for all the common shares of Safety-Kleen Corp. ("SK") (NYSE:SK).
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 as well as LESI's opinion that SK shareholder's acceptance of our offer
will create value to all continuing shareholders.
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 OBTAINS APPROVAL FOR SHARE ISSUE
COLUMBIA, SOUTH CAROLINA...FEBRUARY 19, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced the approval by its shareholders of the
authorization of an additional 400 million common shares and the issuance of
shares pursuant to its exchange offer for all the common shares of Safety-Kleen
Corp. (NYSE:SK).
Commenting on today's approval, Kenneth W. Winger, Laidlaw
Environmental's president and chief executive officer, said:
"The only remaining obstacles to the realization by Safety-Kleen
shareholders of the superior value of Laidlaw Environmental's $30.00 exchange
offer rest with Safety-Kleen's Board of Directors. Shareholders of Laidlaw
Environmental today expressed their desire to participate in the creation of
value for all continuing shareholders that will result from the acceptance of
our offer to Safety-Kleen shareholders. The majority of Safety-Kleen
shareholders expressed a similar desire last week. While Safety-Kleen's Board
continues to bar access to the benefits of the superior value of our offer, we
remain committed, in spite of the Board imposed obstacles, to deliver to
Safety-Kleen shareholders the highest and best value for their shares.
"Mr. Donald Brinckman, in Safety-Kleen's press release of February
16th, stated that he is "not surprised by" the extension of our offer. Mr.
Brinckman and his Board may not be surprised but we continue to be astounded by
their ongoing refusal to allow their shareholders to obtain the highest and best
value for their shares. Their refusal is especially puzzling to us, given the
clear demonstration of support for our offer by the majority of Safety-Kleen
shareholders last Friday, the determination of the superiority of our offer by
the leading independent proxy advisory firm - Institutional Shareholder Services
and by Safety-Kleen's own financial advisor - William Blair & Co.
"We urge all Safety-Kleen shareholders to vote against the Philip group
merger proposal on February 25th so that Mr. Brinckman and the Safety-Kleen
Board will finally have to clear the road blocks to value they have put in front
of their own shareholders."
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 20, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
