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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 12)
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 extends the Laidlaw Environmental Offer to 12:00
midnight, New York city time, March 9th, 1998. The full text of the press
release, dated February 26 and issued by Laidlaw Environmental is filed herewith
as exhibit (a)(30) and is incorporated herein by reference.
As of February 26, 1998, approximately 21,442,000 shares of Safety-Kleen
common stock had been validly tendered and not withdrawn.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(30) Text of press release, dated February 26, 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 26, 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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<S> <C> <C>
(a)(30) -- Text of press release, dated February 26, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(30)
LAIDLAW ENVIRONMENTAL EXTENDS OFFER - INITIATING COURT ACTION
COLUMBIA, SOUTH CAROLINA...FEBRUARY 26, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) today announced that it has further extended its exchange offer
for Safety-Kleen Corp. (NYSE:SK) to 12:00 p.m. Midnight, New York City time on
Monday, March 9, 1998.
LLE also announced that given the decision by SK's Board to adjourn to
March 9, 1998 the February 25, 1998 special meeting (which was the continuation
of the originally scheduled but adjourned February 11, 1998 special meeting) and
LLE's understanding that less than 50% of the SK shareholders voted to support
the Philip Group merger proposal, LLE will commence the process to seek
injunctive relief in Chicago Federal Court to remove the obstacles SK's Board
will not remove.
Commenting on the situation, Mr. Kenneth W. Winger, LLE's president and
chief executive officer, said:
"Inasmuch as the SK Board has disregarded the opinion of its financial
advisor, William Blair & Co., and has ignored the conclusion of Institutional
Shareholder Services that our offer is superior, I suppose we should not be
surprised by yesterday's actions. Based on the voting at yesterday's meeting,
the SK shareholders do not support the Philip Group merger proposal. It's time
for us to return to court and demand that the SK Board be compelled in good
faith to recognize the will of their shareholders. Based on SK management's
admonition to their shareholders last week that a "FAILURE TO VOTE IS THE SAME
AS VOTING NO", we believe a majority of the SK shareholders effectively have
voted against the Philip Group merger proposal, despite representations to
shareholders by SK management earlier in the week that SK was very close to
securing sufficient support to approve the merger."
Also commenting on these latest developments, Mr. James R. Bullock,
LLE's chairman and the president and chief executive officer of Laidlaw Inc.
(NYSE:LDW), said:
"LLE remains fully committed to its planned acquisition of SK. Our
latest extension provides ample time for the SK Board to stop stonewalling and
disregarding the will of the majority of SK shareholders. If the SK Board
removes the impediments it has in place to the completion of the LLE offer for
SK, we believe LLE's offer will enjoy overwhelming acceptance.
"The SK Board has stated that one of the reasons for adjourning
yesterday's special meeting was to remove the uncertainty surrounding the
possible effect on Philip's financing by the release of Philip's audited
financial statements on March 4, 1998. We believe the issue is not whether
Philip can ultimately secure financing, but whether there are not two-thirds of
the SK shareholders willing to be coerced by the SK Board into accepting $27
when a superior offer is available."
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
