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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 13, 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 13, 1998 Laidlaw Environmental Services, Inc. ("LESI")
(NYSE:LLE) reiterated that its current offer to purchase all the outstanding
shares of Safety-Kleen Corp. (NYSE:SK) is set to expire at 12:00 Midnight, New
York City time. Under the offer, each shareholder of Safety-Kleen would receive
$18.00 in cash and 2.8 LLE common shares. 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 buyout group merger proposal.
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 OFFER EXPIRES TODAY
COLUMBIA, SOUTH CAROLINA...FEBRUARY 13, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today reiterated that its current offer to purchase all the
outstanding shares of Safety-Kleen Corp. (NYSE:SK) is set to expire today at
12:00 Midnight, New York City time. Under the offer, each shareholder of
Safety-Kleen would receive $18.00 in cash and 2.8 LLE common shares.
Commenting on the status of the offer, Kenneth W. Winger, Laidlaw
Environmental's president and chief executive officer, said:
"We continue to receive positive support for our offer to Safety-Kleen
shareholders, which we firmly believe to be superior in value to the Philip
buyout group merger proposal. We were also pleased by reports that both William
Blair, Safety-Kleen's own investment banker, and Institutional Shareholder
Services believe the value of our offer to be superior to the Philip merger
proposal. Now is the time for Safety-Kleen shareholders to realize value for
their shares and we urge them to tender their shares to the Laidlaw
Environmental offer."
Commenting on the certainty of the Philip Services Corp. merger
proposal, Mr. Winger stated:
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"The Philip merger agreement was signed on November 20, 1997, and a
Safety-Kleen Shareholders' meeting scheduled for the purpose of voting on the
merger agreement was scheduled for February 11, 1998. The shareholders meeting
has since been postponed to February 25, 1998. In a February 7, 1998 letter to
the Safety-Kleen Board of Directors, Philip stated that it has engaged in
"extensive discussions with [its] lead bankers," but that bank approvals had not
yet been obtained and formal agreements have not yet been prepared. Despite its
assurances that financing will be available when required, Philip's funding
commitment remains unverified at this late date."
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
