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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1998
REGISTRATION NO. 333-40185
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LAIDLAW ENVIRONMENTAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 4953 51-0228924
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
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1301 GERVAIS STREET, SUITE 300, COLUMBIA, SOUTH CAROLINA 29201, (803) 933-4200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH W. WINGER
LAIDLAW ENVIRONMENTAL SERVICES, INC.
1301 GERVAIS STREET, SUITE 300,
COLUMBIA, SOUTH CAROLINA 29201,
(803) 933-4200
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
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COPY TO: COPIES TO:
HERBERT S. WANDER, ESQ. ALAN H. PALEY, ESQ.
KATTEN MUCHIN & ZAVIS PAUL S. BIRD, ESQ.
525 WEST MONROE STREET, SUITE 1600 DEBEVOISE & PLIMPTON
CHICAGO, ILLINOIS 60661-3693 875 THIRD AVENUE
(312) 902-5200 NEW YORK, NEW YORK 10022
(212) 909-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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This Registration Statement, first filed on November 13, 1997, was
subsequently amended on January 26, 1998 ("Post-Effective Amendment No. 2").
Post-Effective Amendment No. 2 included as Exhibit (99)(g) a cover letter noting
changes to the Laidlaw Environmental Offer (the "Cover Letter") to be mailed to
Stockholders along with an Amended Prospectus.
The Company is filing this post-effective amendment for the sole purpose of
re-filing a revised Cover Letter.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Laidlaw Environmental is incorporated under the laws of the State of
Delaware. Section 145 of the DGCL, inter alia ("Section 145") provides that a
Delaware corporation may indemnify any person who were, are or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.
The Laidlaw Environmental Certificate of Incorporation provides that, to
the fullest extent permitted by the DGCL as the same exists or may hereafter be
amended, a director of Laidlaw Environmental shall not be liable to Laidlaw
Environmental or its stockholders for monetary damages for a breach of fiduciary
duty as a director.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
All of the Laidlaw Environmental directors and officers are covered by
insurance policies maintained and held in effect by Laidlaw Inc. against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT
NUMBER DESCRIPTION
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(3)(a) -- Restated Certificate of Incorporation of the Company dated
May 13, 1997, and Amendment to Certificate of Incorporation
dated May 15, 1997, filed as Exhibit 3(a) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(3)(a)(1) -- Certificate of Correction Filed to Correct a Certain Error
in the Restated and Amended Certificate of Incorporation of
the Company dated October 15, 1997, filed as Exhibit 3(a)(i)
to the Registrant's Form 10-K for the Fiscal Year ended
August 31, 1997, and incorporated herein by reference.
(3)(b) -- Bylaws of the Company filed as Exhibit 4(ii) to the
Registrant's Current Report on Form 8-K dated July 29, 1997,
and incorporated herein by reference.
(4)(a) -- Rights Agreement dated as of June 14, 1989 between the
Company and First Chicago Trust Company as successor to
Registrar and Transfer Company, as Rights Agent filed as an
Exhibit to the Registrant's Form 8-K filed on June 13, 1995
and incorporated herein by reference.
(4)(b) -- Amendment No. 1 dated as of March 31, 1995 to the Rights
Agreement between the Company and First Chicago Trust
Company as successor to Registrar and Transfer Company, as
Rights Agent filed as an Exhibit to the Registrant's Form
8-K filed on June 13, 1995 and incorporated herein by
reference.
(4)(c) -- Credit Agreement among Laidlaw Chem-Waste, Inc., Laidlaw
Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The Toronto-Dominion Bank, TD Securities (USA)
Inc., the Bank or Nova Scotia, NationsBank, N.A. and The
First National Bank of Chicago and NationsBank, N.A. as
Syndication Agent dated as of May 9, 1997, filed as Exhibit
4(c) to the Registrant's Form 10- Q for the Quarter ended
March 31, 1997, and incorporated herein by reference.
(4)(d) -- $350,000,000 5% Subordinated Convertible Pay-In-Kind
Debenture due 2009 issued by Registrant on May 15, 1997 to
Laidlaw Inc. the form of which was included as an appendix
to the Registrant's Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by
reference.
(4)(e) -- Registration Rights Agreement dated May 15, 1997 between
Registrant, Laidlaw Transportation, Inc. and Laidlaw Inc.
included as appendix to the Registrant's Definitive Proxy
Statement on Form DEF 14A, the form of which was filed on
May 1, 1997 and incorporated herein by reference.
(4)(f) -- Indenture dated as of May 1, 1993 between the Industrial
Development Board of the Metropolitan Government of
Nashville and Davidson County (Tennessee) and NationsBank of
Tennessee, N.A., filed as Exhibit 4(f) to the Registrant's
Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(g) -- Indenture of Trust dated as of February 1, 1995 between
Carbon County, Utah and West One Bank, Utah, now known as
U.S. Bank, as Trustee, filed as Exhibit 4(g) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(h) -- Indenture of Trust dated as of August, 1995 between Tooele
County, Utah and West One Bank, Utah, now known as U.S.
Bank, as Trustee, filed as Exhibit 4(h) to the Registrant's
Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(i) -- Indenture of Trust dated as of July 1, 1997 between Carbon
County, Utah and U.S. Bank, a national banking association,
as Trustee, filed as Exhibit 4(i) to the Registrant's Form
10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(j) -- Indenture of Trust dated as of July 1, 1997 between Tooele
County, Utah and U.S. Bank, a national banking association,
as Trustee, filed as Exhibit 4(j) to the Registrant's Form
10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
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EXHIBIT
NUMBER DESCRIPTION
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(4)(k) -- Indenture of Trust dated as of July 1, 1997 between
California Pollution Control Financing Authority and U.S.
Bank, a national banking association, as Trustee, filed as
Exhibit 4(k) to the Registrant's Form 10-Q for the Quarter
ended May 31,1997, and incorporated herein by reference.
(4)(l) -- Stock Purchase Agreement between Westinghouse Electric
Corporation (Seller) and Rollins Environmental Services,
Inc. (Buyer) for National Electric, Inc. dated March 7,
1995, filed as an Exhibit to the Registrant's Form 8-K filed
on June 13, 1995, and incorporated herein by reference.
(4)(m) -- Second Amendment to Stock Purchase Agreement (as referenced
in Exhibit (4)(1) above, dated May 15, 1997, among
Westinghouse Electric Corporation, Rollins Environmental
Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Registrant's Form 10-Q for the Quarter ended May 31,
1997, and incorporated herein by reference.
(4)(n) -- Promissory Note dated May 15, 1997 for $60,000,000 from
Laidlaw Environmental Services, Inc. to Westinghouse
Electric Corporation, filed as Exhibit 4(n) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(o) -- Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to
Westinghouse Electric Corporation guaranteeing Promissory
Note dated May 15, 1997 (as referenced in Exhibit (4)(n))
from Laidlaw Environmental Services, Inc. to Westinghouse
Electric Corporation, filed as Exhibit 4(o) to the
Registrant's Form 10-Q for the Quarter ended May 31, 1997,
and incorporated herein by reference.
(4)(p) -- Commitment letter of January 20, 1998 between the
Toronto-Dominion Bank, TD Securities Inc. and Laidlaw
Environmental Services, Inc.*
(5) -- Opinion of Katten Muchin & Zavis as to the legality of the
shares of common stock being offered.*
(10)(a) -- Rollins Environmental Services, Inc. 1982 Incentive Stock
Option Plan, filed with Amendment No. 1 to the Company's
Registration Statement No. 2-84139 on Form S-1 dated June
24, 1983 and incorporated herein by reference.
(10)(b) -- Rollins Environmental Services, Inc. 1993 Stock Option Plan,
filed with the Company's Proxy Statement for the Annual
Meeting of Stockholders held January 28, 1994 and
incorporated herein by reference.
(10)(c) -- Stock Purchase Agreement dated February 6, 1997, among the
Registrant, Laidlaw Inc., and Laidlaw Transportation, Inc.
included as an appendix to the Registrant's Definitive Proxy
Statement on Form DEF 14A, filed on May 1, 1997, and
incorporated herein by reference.
(10)(e) -- Management Incentive Plan for fiscal year 1996, filed as
Exhibit 10(e) to the Registrant's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(11) -- Statement regarding computation of earnings per share, filed
as Exhibit (11) to the Registrant's Form 10-K for the year
ended August 31, 1997, and incorporated herein by reference.
(12) -- Computation of ratio of earnings to fixed charges, filed as
Exhibit (12) to the Registrant's Form 10-K for the year
ended August 31, 1997, and incorporated herein by reference.
(21) -- Subsidiaries of the Registrant.*
(23)(a) -- Consent of Coopers & Lybrand, independent accountants.*
(23)(b) -- Consent of Katten Muchin & Zavis (included in Exhibit (5)).
(23)(c) -- Consent of KPMG Peat Marwick LLP.*
(24) -- Power of Attorney (included on the signature page of this
Registration Statement).*
(99)(a) -- Letter of Transmittal.**
(99)(b) -- Notice of Guaranteed Delivery.**
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EXHIBIT
NUMBER DESCRIPTION
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(99)(c) -- Safety-Kleen Corporation v. Laidlaw Environmental Services, Inc., Case No. 97C8003, filed
November 17, 1997.*
(99)(d) -- Verified Answer, Affirmative Defenses, and Counterclaim of Laidlaw Environmental Services, Inc.
and LES Acquisition, Inc., Case No. 97C8003, filed November 24, 1997.*
(99)(e) -- Laidlaw Environmental Management Presentation to Shareholders.*
(99)(f) -- Motion of SK Acquirors for Leave to Intervene and related filings, filed December 10, 1997.*
(99)(g) -- Cover letter noting changes to the Laidlaw Environmental Offer, to be mailed with Amended
Prospectus.
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* Previously filed with this Registration Statement.
** Previously filed as Exhibit to Laidlaw Environmental Schedule 14D-1.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information is required to be presented by Article 3 of
Regulations S-X is not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by referenced to
provide such interim financial information.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(4) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(5) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
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SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, and State of South Carolina on the
27th day of January, 1998.
Laidlaw Environmental Services, Inc.
By: /s/ KENNETH W. WINGER
------------------------------------
Kenneth W. Winger
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on January 27, 1998.
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SIGNATURE TITLE
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<C> <S>
* Chairman of the Board and Director
- -----------------------------------------------------
James R. Bullock
/s/ KENNETH W. WINGER President, Chief Executive Officer and
- ----------------------------------------------------- Director
Kenneth W. Winger
* Senior Vice President, Finance and Chief
- ----------------------------------------------------- Financial Officer
Paul R. Humphreys
* Director
- -----------------------------------------------------
John R. Grainger
* Director
- -----------------------------------------------------
Leslie W. Haworth
* Director
- -----------------------------------------------------
John W. Rollins, Sr.
* Director
- -----------------------------------------------------
John W. Rollins, Jr.
* Director
- -----------------------------------------------------
David E. Thomas, Jr.
* Director
- -----------------------------------------------------
Henry B. Tippie
* Director
- -----------------------------------------------------
James L. Wareham
* Director
- -----------------------------------------------------
Grover C. Wrenn
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SIGNATURE TITLE
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<-> President and Chief Executive Officer
* /s/ KENNETH W. WINGER
- -----------------------------------------------------
Kenneth W. Winger
As Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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(99)(g) -- Cover letter noting changes to the Laidlaw Environmental
Offer, to be mailed with the Amended Prospectus.
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EXHIBIT 99(G)
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[LAIDLAW ENVIRONMENTAL SERVICES INC. LOGO]
January 28, 1998
Dear Fellow Safety-Kleen Shareholders:
I am pleased to inform you that Laidlaw Environmental has increased the
cash portion of its offer to exchange all Safety-Kleen common shares. Under the
improved offer, we are offering for each Share of Safety-Kleen:
- $18.00 net in cash (with no deductions) and
- $12.00 in Laidlaw Environmental Common Stock (subject to variation
in accordance with the Exchange Ratio description in the Amended
Prospectus).
The information describing the improved offer is set forth in detail in the
Amended Prospectus accompanying this letter.
Any holder of Safety-Kleen common shares desiring to tender Safety-Kleen
common shares may do so in accordance with the instructions set forth in the
Amended Prospectus. Please note that if you previously tendered Safety-Kleen
common shares pursuant to our offer and have not withdrawn the tender, you will
receive the consideration described in the Amended Prospectus without taking any
further action.
Please call our Information Agent or our Dealer Manager at their respective
phone numbers set forth on the back cover of the Amended Prospectus with any
questions or requests for assistance relating to our offer.
We thank you for your continuing support.
Sincerely,
[KENNETH W. WINGER]
Kenneth W. Winger
President and Chief Executive Officer
Laidlaw Environmental Services, Inc.
