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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 11)
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 urges Safety-Kleen shareholders to reject the Buyout
Proposal by the Philip Group. The full text of the press release, dated February
24 and issued by Laidlaw Environmental is filed herewith as exhibit (a)(29) and
is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(29) Text of press release, dated February 24, 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 25, 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)(29) -- Text of press release, dated February 24, 1998, issued by
Laidlaw Environmental.
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EXHIBIT (A)(29)
LAIDLAW ENVIRONMENTAL ANNOUNCES EXCHANGE RATIO
LAIDLAW COMMITTED TO SAFETY-KLEEN OFFER
COLUMBIA, SOUTH CAROLINA...FEBRUARY 24, 1998. Laidlaw Environmental Services,
Inc. (NYSE:LLE) continues to urge all Safety-Kleen Corp. (NYSE:SK) shareholders
to vote against the Philip Group merger proposal on February 25, 1998.
Commenting on LLE's commitment to successfully completing its offer to SK
shareholders, Mr. Kenneth W. Winger, LLE's president and chief executive
officer, said:
"LLE reaffirms its commitment to pursue its existing offer to the SK
shareholders. If the SK shareholders vote against the Philip Group merger
proposal on February 25, 1998, LLE will continue to fight to ensure that
the SK shareholders have the opportunity to realize what we believe is
the clearly superior offer."
Commenting on Laidlaw Inc.'s support for LLE's offer to SK shareholders, Mr.
James R. Bullock, LLE's chairman and president and chief executive officer of
Laidlaw Inc. (NYSE:LDW), said:
"Laidlaw Inc. has more than $850 million invested in LLE and it must be
absolutely obvious we would not support the LLE acquisition of SK if we
weren't completely satisfied the transaction was beneficial to LLE
shareholders afterwards. LLE and SK are an ideal combination and Laidlaw
Inc. is and will remain fully committed to supporting the LLE acquisition
of SK under the terms of its tender offer if the Philip merger is
defeated on February 25, 1998."
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
