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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 9, 1998 (February 9, 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 9, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) ran an advertisement in The Wall Street Journal, page C11, urging
Safety-Kleen shareholders to vote against the proposed merger between
Safety-Kleen and affiliates of Philip Services Corp. The full text of the
advertisement is reproduced below.
CONTACT: KENNETH W. WINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PAUL R. HUMPHREYS
SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
(803) 933-4210
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TO ALL SAFETY-KLEEN SHAREHOLDERS:
WHO'S CONFUSED?
Don Brinckman, Safety-Kleen's Chairman, testified in Federal Court that he
believes the Safety-Kleen Board must decide for you since you might be too
confused to choose between the $27 Buyout and the $30(1) LAIDLAW ENVIRONMENTAL
OFFER. On February 11th, show the Safety-Kleen Board you are not confused --
VOTE AGAINST THE BUYOUT!
THE LAIDLAW ENVIRONMENTAL OFFER PROVIDES GREATER VALUE.
- -- Laidlaw Environmental is fully committed to its $30(1) Offer.
- -- All conditions outside Laidlaw Environmental's control have been met except
for the obstacles kept in place by the Safety-Kleen Board -- Laidlaw
Environmental continues to fight these in court.
- -- Don't let the Safety-Kleen Board use its poison pill to coerce you into
accepting the lower $27 Buyout -- Vote AGAINST the Buyout.
INSTITUTIONAL SHAREHOLDER SERVICES, THE LEADING INDEPENDENT PROXY
ADVISORY FIRM, HAS COMPARED THE OFFERS AND RECOMMENDS A VOTE
AGAINST THE BUYOUT.
COMPARE FOR YOURSELF:
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Financing Upside Potential
Value Certainty Potential Synergies
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LAIDLAW
ENVIRONMENTAL OFFER $30(1) ABSOLUTE YES $100-130M
The Buyout $27 Subject to None Doesn't Matter!
Financing YOU Don't Get
Them!(2)
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BEFORE YOU VOTE, CONSIDER:
- -- If you approve the Buyout, Laidlaw Environmental will terminate its Offer.
- -- The Buyout is still subject to financing. Ask yourself why, with the vote
only a few days away, SK Parent hasn't confirmed to you that its financing is
in place. Why would anybody vote for the Buyout without knowing this
important fact?
- -- If you approve the Buyout and it fails, what will happen to the value of
your Safety-Kleen stock?
CHOOSE LAIDLAW ENVIRONMENTAL.
VOTE AGAINST THE BUYOUT.
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TIME IS SHORT--DO NOT DELAY!
If you have any questions or need assistance in completing your proxy card,
please contact MORROW & CO., INC. @ 1-800-662-5200
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THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE FEBRUARY 11, 1998 MEETING AND IS NOT A REQUEST FOR THE TENDER OF SHARES.
THE DETAILED TERMS AND CONDITIONS OF THE LAIDLAW ENVIRONMENTAL OFFER ARE SET
FORTH IN THE AMENDED PROSPECTUS AND RELATED LETTER OF TRANSMITTAL WHICH HAVE
BEEN SEPARATELY MAILED TO SAFETY-KLEEN SHAREHOLDERS.
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(1) Consists of $18 in cash and $12 in Laidlaw Environmental common stock,
assuming the market price for Laidlaw Environmental common stock is not less
than $4.28571. The actual value of Laidlaw Environmental common stock issued
pursuant to the Laidlaw Environmental Offer may vary.
(2) According to the Fitch IBCA press release dated January 23, 1998, SK Parent
estimated it could achieve more than $50M in synergies on a standalone
basis. Synergies inure to the benefit of the Buyout participants only.
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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.
END
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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 9, 1998 By: /s/ Kenneth W. Winger
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Kenneth W. Winger, President
and Chief Executive Officer
