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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
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 announces the Exchange Ratio of the Laidlaw
Environmental Offer will be 2.8 LLE common shares for each SK common share, in
addition to the $18.00 cash consideration. Should Laidlaw Environmental extend
the Expiration Date, the Exchange Ratio would be recalculated as described in
the Amended Prospectus. The full text of the press release, dated February 10
and issued by Laidlaw Environmental is filed herewith as exhibit (a)(22) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(22) Text of press release, dated February 10, 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 11, 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)(22) -- Text of press release, dated February 10, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(22)
LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
Columbia, S.C., Feb. 10/PRNewswire/ -- Laidlaw Environmental Services, Inc.
(NYSE:LLE) said today that the exchange ratio for purposes of its offer for
Safety-Kleen Corp. (NYSE:SK), which is currently scheduled to expire at 12:00
Midnight, New York City time, on February 13, 1998, will be 2.8 LLE common
shares for each SK common share validly tendered and not withdrawn, in addition
to the $18.00 per SK share SK holders will be entitled to receive in cash.
Should the LLE offer be extended, the exchange ratio will be recalculated as
described in the Amended Prospectus.
Commenting on the announcement, Mr. Kenneth W. Winger, president and chief
executive officer, said:
"We are perplexed by the SK board's continuing failure to embrace our offer.
There is no longer any serious debate that our offer provides greater value and
certainty than the Buyout proposal. William Blair, SK's own financial advisor,
has opined that "it is more likely than not that, as of the time of the
anticipated closing of the [LLE Offer], the value of the consideration which
would be received under [the LLE Offer] would exceed the value of the
consideration which would be received in the [Buyout]." The Buyout Group has
failed to confirm that its financing is available.
In fact, Philip Services acknowledged in a letter to the SK Board that as of
February 7th, Philip was unable to fund its equity commitment. As noted in SK's
own public filings, SK is not a party to the Philip equity commitment and may
not have a claim against Philip in the event it breaches its commitment and in
such event SK Parent "might not have sufficient funds to consummate the
[Buyout]." Under the circumstances, we cannot understand why the SK board
desperately clings to a proposal that delivers less value to shareholders and
may well not be able to close in any event."
Mr. Winger continued,
"We have been extremely pleased by the warm reception we have received from SK
shareholders and look forward to their continuing support. We are gratified that
Institutional Shareholder Services, the leading independent proxy advisory firm,
believes that the LLE Offer is superior to the Buyout and recommends a vote
against the Buyout."
Laidlaw Environmental Services, Inc., headquartered in Columbia, South Carolina,
supplies hazardous and industrial waste management services to industry and
government across North America. The Company provides customers with local
service from more than 100 locations in the United States and Canada.
SOURCE Laidlaw Environmental Services
CONTACT: Kenneth W. Winger, President and Chief Executive Officer, or Paul R.
Humphreys, Senior Vice President, Finance and Chief Financial Officer, both of
Laidlaw Environmental Services, 803-933-4210.
