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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 17, 1998 (February 16, 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 16, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced that 31.5 million shares had been tendered under Laidlaw
Environmental's offer to purchase all the outstanding shares of Safety-Kleen
Corp. (NYSE:SK) and together with the 601,100 shares already owned by LESI, this
represents 54.2% of the outstanding shares of Safety-Kleen. LESI also announced
that the offer has been extended until 5:00 p.m. New York City time on February
19, 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 proposal as well as LESI's opinion that there is little likelihood that
the Philip group's merger proposal will be approved by the SK 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
OVER 54% OF SAFETY-KLEEN SHARES FAVOR
LAIDLAW ENVIRONMENTAL OFFER - OFFER EXTENDED
COLUMBIA, SOUTH CAROLINA...FEBRUARY 16, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that 31.5 million shares had been tendered under
Laidlaw Environmental's offer to purchase all the outstanding shares of
Safety-Kleen Corp. (NYSE:SK). This, together with the 601,100 shares already
owned by the Company, represents 54.2% of the outstanding shares of
Safety-Kleen. The Company also announced that due to the significant response,
the offer has been extended until 5:00 p.m. New York City time on February 19,
1998.
Under the extended offer, each shareholder of Safety-Kleen will receive
2.8 LLE common shares (the Exchange Ratio) and $18.00 in cash for each
Safety-Kleen common share validly tendered and not withdrawn.
Commenting on these developments, Kenneth W. Winger, Laidlaw
Environmental's president and chief executive officer, said:
"For some time we have been saying that the Laidlaw Environmental offer
provides superior value. Institutional Shareholder Services has supported our
view.
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Last week, Safety-Kleen's own investment advisor, William Blair, agreed. On
Friday, the majority of Safety-Kleen shareholders also concurred as to the
superiority of our offer in terms of value and certainty. In light of the number
of shares tendered to the Laidlaw Environmental offer, we believe there is
little likelihood that the Philip group's merger proposal will be approved.
Extending our offer until Thursday provides the Safety-Kleen Board the
opportunity to consider the wishes of the majority of its shareholders and to
eliminate the poison pill provisions and Wisconsin merger moratorium statute
provisions that prevent Safety-Kleen shareholders from realizing the benefits of
our superior 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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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 17, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
