<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):
March 5, 1998 (March 4, 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 March 4, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) announced the exchange ratio for purposes of its offer for
Safety-Kleen Corp. ("SK") (NYSE:SK). 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 Buyout proposal. 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
LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
Columbia, SC (March 4, 1998) - Laidlaw Environmental Services, Inc. (NYSE:LLE)
said today that the exchange ratio for purposes of its offer for Safety-Kleen
Corp. (NYSE:SK), which is currently scheduled to expire at 12:00 Midnight, New
York City time, on March 9, 1998, will be 2.70232 LLE common shares for each SK
common share validly tendered and not withdrawn, in addition to the $18.00 per
SK share SK holders will be entitled to receive in cash. Should the LLE offer be
extended, the exchange ratio will be recalculated as described in the Amended
Prospectus. As of March 4, 1998, approximately 18.6 million shares of SK common
stock (approximately 31.4% of the outstanding) have been tendered into the
Laidlaw Environmental offer; these SK shareholders can also vote in favor of the
Buyout Merger.
Commenting on the announcement, Mr. Kenneth W. Winger, president and
chief executive officer, said:
"Based upon today's closing price for LLE common shares of $4.563, our
offer to Safety-Kleen shareholders represents total value of $30.33, a 12.3%
premium over the Philip Group merger proposal offer of $27.00. We are confident
if the roadblocks are removed, Safety-Kleen shareholders will embrace our offer
and its superior value. If Safety-Kleen's Board of Directors continues to oppose
our offer, we will take all of the actions necessary to allow Safety-Kleen
shareholders access to this valuable opportunity."
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.
-END-
<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: March 5, 1998 By: /s/ Kenneth W. Winger
-----------------------------
Kenneth W. Winger, President
and Chief Executive Officer
