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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 8)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SAFETY-KLEEN CORP.
(Name of Subject Company)
LAIDLAW ENVIRONMENTAL SERVICES, INC.
LES ACQUISITION, INC.
(Bidders)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
50730L105
(CUSIP Number of Class of Securities)
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KENNETH WINGER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LAIDLAW ENVIRONMENTAL SERVICES, INC.
1301 GERVAIS STREET, SUITE 300
COLUMBIA, SOUTH CAROLINA 29201, (803) 933-4200
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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WITH A COPY TO: WITH A COPY TO:
HERBERT S. WANDER ALAN H. PALEY
KATTEN MUCHIN & ZAVIS PAUL S. BIRD
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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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1, originally filed with the Securities and Exchange Commission on
January 16, 1998 as previously amended (the "Schedule 14D-1"), relating to the
offer by Laidlaw Environmental Services, Inc., a Delaware corporation ("Laidlaw
Environmental") and LES Acquisition Inc., a Delaware Corporation and indirect
wholly owned subsidiary of Laidlaw Environmental ("LES Acquisition" and together
with Laidlaw Environmental, the "Bidders") to exchange all of the outstanding
common shares, par value $0.10 per share (collectively, the "Shares"), of
Safety-Kleen Corp., a Wisconsin corporation ("Safety-Kleen"), for shares of
common stock, par value $1.00 per share, of Laidlaw Environmental ("Laidlaw
Environmental Common Stock") and cash, upon the terms and subject to the
conditions set forth in the Prospectus, dated January 15, 1998, relating to
Laidlaw Environmental's Offer To Exchange Each Outstanding Common Share
(including the Associated Share Purchase Rights) of Safety-Kleen Corp. (the
"Prospectus") as amended by the Amended Prospectus dated January 27, 1998 (the
"Amendment"), and in the related Letter of Transmittal which, together with any
amendments or supplements thereto, constitutes the "Laidlaw Environmental
Offer." Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Laidlaw Environmental Offer.
ITEM 10. ADDITIONAL INFORMATION.
Laidlaw Environmental announced the approval by its shareholders of the
authorization of an additional 400 million common shares and the issuance of
shares pursuant to its exchange offer for all the common shares of Safety-Kleen.
The full text of the press release, dated February 19 and issued by Laidlaw
Environmental is filed herewith as exhibit (a)(26) and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(26) Text of press release, dated February 19, 1998, issued by Laidlaw
Environmental.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 19, 1998
LAIDLAW ENVIRONMENTAL SERVICES, INC.
By: /s/ KENNETH W. WINGER
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Name: Kenneth W. Winger
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(26) -- Text of press release, dated February 19, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(26)
Laidlaw Environmental Obtains Approval For Share Issue
COLUMBIA, S.C., Feb. 19 /PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE: LLE) today announced the approval by its shareholders of the
authorization of an additional 400 million common shares and the issuance of
shares pursuant to its exchange offer for all the common shares of Safety-Kleen
Corp. (NYSE: SK).
Commenting on today's approval, Kenneth W. Winger, Laidlaw Environmental's
president and chief executive officer, said:
"The only remaining obstacles to the realization by Safety-Kleen shareholders of
the superior value of Laidlaw Environmental's $30.00 exchange offer rest with
Safety-Kleen's Board of Directors. Shareholders of Laidlaw Environmental today
expressed their desire to participate in the creation of value for all
continuing shareholders that will result from the acceptance of our offer to
Safety-Kleen shareholders. The majority of Safety-Kleen shareholders expressed a
similar desire last week. While Safety-Kleen's Board continues to bar access to
the benefits of the superior value of our offer, we remain committed, in spite
of the Board imposed obstacles, to deliver to Safety-Kleen shareholders the
highest and best value for their shares.
"Mr. Donald Brinckman, in Safety-Kleen's press release of February 16th, stated
that he is "not surprised by" the extension of our offer. Mr. Brinckman and his
Board may not be surprised but we continue to be astounded by their ongoing
refusal to allow their shareholders to obtain the highest and best value for
their shares. Their refusal is especially puzzling to us, given the clear
demonstration of support for our offer by the majority of Safety-Kleen
shareholders last Friday, the determination of the superiority of our offer by
the leading independent proxy advisory firm -- Institutional Shareholder
Services and by Safety-Kleen's own financial advisor -- William Blair & Co.
"We urge all Safety-Kleen shareholders to vote against the Philip group merger
proposal on February 25th so that Mr. Brinckman and the Safety-Kleen Board will
finally have to clear the road blocks to value they have put in front of their
own shareholders."
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.
SOURCE Laidlaw Environmental Services, Inc.
CONTACT: Kenneth W. Winger, President and Chief Executive Officer, or Paul R.
Humphreys, Senior Vice President, Finance and Chief Financial Officer, Laidlaw
Environmental Services, Inc., 803-933-4210
