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
November 14, 1997
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Date of Report (Date of earliest event reported)
Safety-Kleen Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-8513 39-6090019
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Brinckman Way, Elgin, Illinois 60123-7857
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(Address of principal executive offices) (Zip Code)
(847) 697-8460
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On November 14, 1997, the Board of Directors of Safety-Kleen Corp. (the
"Company") determined that in light of the public announcement on November 4,
1997 by Laidlaw Environmental Services, Inc. ("LES") that it intends to file
documents with the Securities and Exchange Commission with respect to an offer
to acquire the common stock of the Company (the "Offer"), it was advisable for
the administration of the Rights Agreement dated November 9, 1988, as amended
(the "Rights Agreement"), between the Company and the First National Bank of
Chicago, as Rights Agent, that the occurrence of the Distribution Date (as
defined in the Rights Agreement) as it applies to the Offer be deferred to a
later date. Pursuant to a resolution adopted at the November 14, 1997 meeting,
the Company's Board of Directors resolved that, for purposes of the Offer, the
Distribution Date shall not occur until the earlier of (i) the "Close of
Business" (as defined in the Rights Agreement) on the tenth day after the Shares
Acquisition Date (as defined in the Rights Agreement) and (ii) the Close of
Business on such date on or after November 19, 1997 as may be determined by the
Board of Directors of the Company before any Person becomes an Acquiring Person
(as defined in the Rights Agreement).
On November 18, 1997, the Company issued a press release announcing that
it filed a lawsuit in Federal District Court for the Northern District of
Illinois against LES. The full text of the press release is filed herewith as
Exhibit 99.1, which press release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by Safety-Kleen Corp., dated
November 18, 1997
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFETY-KLEEN CORP.
/s/ DONALD W. BRINCKMAN
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Donald W. Brinckman
Dated: November 18, 1997 Chairman and Chief Executive Officer
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Safety-Kleen Corp.
1000 N. Randall Road
Elgin, Illinois 60123
(847) 697-8460
For further information:
FOR IMMEDIATE RELEASE Contact: Maureen Fisk
847/468-2452
SAFETY-KLEEN CORP. FILES SUIT IN
FEDERAL DISTRICT COURT
Elgin, Illinois -- November 18, 1997 -- Safety-Kleen Corp. (NYSE:SK)
today announced that it filed a lawsuit yesterday in Federal District Court for
the Northern District of Illinois against Laidlaw Environmental Services, Inc.
("LES"). The suit seeks a declaratory judgment that LES has violated the "gun
jumping" prohibition of federal securities law by certain of its public
announcements which were made before SEC registration of the securities LES
proposes to use in its hostile offer for Safety-Kleen.
Those announcements include Laidlaw Environmental's request for a
Safety-Kleen shareholders' meeting to override certain shareholder protective
provisions of Wisconsin law. Accordingly, the lawsuit asserts that LES's public
announcement of its call for a shareholders' meeting is not permitted until its
SEC registration is effective. The suit also challenges LES's right under
Wisconsin law to demand such a meeting of shareholders at this time.
Safety-Kleen is an environmental and industrial service company
dedicated to helping businesses recycle and process their waste streams.
Safety-Kleen shares are traded on the New York Stock Exchange under the symbol
"SK".
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