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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 13)
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
Merger. The full text of the letter to Safety-Kleen shareholders, dated March 2
and issued by Laidlaw Environmental is filed herewith as exhibit (a)(31) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(31) Text of letter to Safety-Kleen shareholders, dated March 2, 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: March 3, 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(31) -- Text of letter to Safety-Kleen shareholders, dated March 2, 1998,
issued by Laidlaw Environmental.
</TABLE>
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(LAIDLAW ENVIRONMENTAL SERVICES INC. LETTERHEAD)
March 2, 1998
DEAR SAFETY-KLEEN
SHAREHOLDER: We believe Safety-Kleen's Board has lost sight of one
simple issue: SHAREHOLDER VALUE.
In its relentless pursuit of a proposed $27.00 per
share merger with S-K Parent Corp. (the "Buyout
Merger") THE BOARD HAS CHOSEN TO REJECT THE OPINION OF
ITS OWN INVESTMENT BANKERS, to ignore the votes of
shareholders and to support what we believe to be an
inferior offer.
When you vote on the Buyout Merger on March 9,
consider the following.
LAIDLAW ENVIRONMENTAL'S
OFFER PROVIDES GREATER
VALUE, UPSIDE POTENTIAL
AND SYNERGIES Laidlaw Environmental is offering $30(1) for each
share of Safety-Kleen.
The Laidlaw Environmental offer also allows
Safety-Kleen shareholders to participate in the value
that we believe will be created by combining two of
the leading service companies in the hazardous and
industrial waste management business.
The strategic merger of Safety-Kleen with Laidlaw
Environmental will combine the strengths of
Safety-Kleen's premier service delivery and recycling
system and its 400,000 small to medium sized customers
with Laidlaw Environmental's network of fully
permitted service centers and its 18,000 medium to
large customers. We believe this merger will generate
$100-$130 million of cost savings synergies that will
benefit ALL continuing Laidlaw Environmental
shareholders.
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FACT: SAFETY-KLEEN'S
OWN INVESTMENT BANKER
AND ISS SAY THE LAIDLAW
ENVIRONMENTAL OFFER IS
SUPERIOR "...it is our opinion as investment bankers that it is
more likely than not that, as of the time of the
anticipated closing of the Current LLE Offer, the
value of the consideration which would be received
under the Current LLE Offer would exceed the value of
the consideration which would be received in the
Merger."
From letter dated January 31, 1998 from
William Blair & Company, L.L.C. to the Board
of Directors of Safety-Kleen Corp.
"On balance, we believe that [Laidlaw Environmental's]
offer is superior to the proposed Philip Group
merger.... Due to these factors, we believe that [the
Safety-Kleen] shareholders should not support this
merger agreement."
From February 5, 1998 report of
Institutional Shareholder Services, the
leading independent proxy advisory firm.
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(1) The Offer consists of $18 cash and $12 of Laidlaw Environmental Services
Inc. Common Stock, assuming the fair market price of Laidlaw Environmental
Common stock is not less than $4.28571. The actual fair market value of the
Laidlaw Environmental Common Stock to be exchanged pursuant to the Laidlaw
Environmental offer may vary, and will be less than $12.00 if the market
price on the day of exchange is less than $4.28571.
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THE SAFETY-KLEEN BOARD
CONTINUES TO IGNORE THE
WISHES OF SHAREHOLDERS
SAFETY-KLEEN SHAREHOLDERS SIMPLY HAVE NOT DEMONSTRATED
SUPPORT FOR THE BUYOUT MERGER. Although approximately
54% of the Safety-Kleen shareholders tendered into our
Offer as of February 13, 1998, we recognize that these
shareholders could also vote in favor of the Buyout
merger. However, Safety-Kleen has twice adjourned the
shareholder meeting at which the Buyout Merger is to
be considered -- from February 11 to February 25, and
from February 25 to March 9.
Based on information released by Safety-Kleen after
the February 5 adjournment, as of February 25 LESS
THAN 50%of the outstanding Safety-Kleen shares have
been voted in favor of the Buyout Merger.
When will the Board face the fact -- SHAREHOLDERS DO
NOT SUPPORT THE BUYOUT MERGER.
WE HAVE GONE TO COURT
TO SEEK RELIEF Because less than one-half of Safety-Kleen's
shareholders supported the Buyout Merger proposal and
in light of Safety-Kleen's adjournment of the February
25 special meeting to March 9, Laidlaw Environmental
is seeking an injunction requiring the Safety-Kleen
Board to remove all remaining impediments to the
Laidlaw Environmental offer.
NOW YOU SHOULD TELL THE
BOARD TO STOP
STONEWALLING -- VOTE
AGAINST THE BUYOUT
MERGER Preserve your opportunity to participate in Laidlaw
Environmental's premium offer by voting AGAINST THE
BUYOUT MERGER PROPOSAL.
Laidlaw Environmental is committed to its offer. If
Safety-Kleen shareholders reject the Buyout Merger,
Laidlaw will not withdraw its offer until
Safety-Kleen's shareholders have had sufficient time
to accept the Laidlaw Environmental offer.
Let the Safety-Kleen board of directors know YOU WILL
NOT SETTLE FOR THE BUYOUT MERGER.
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VOTE AGAINST THE BUYOUT MERGER
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SIGN, DATE AND RETURN THE
GREEN-STRIPED PROXY CARD TODAY.
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IF YOU NEED ASSISTANCE OR INFORMATION, PLEASE CALL OUR PROXY SOLICITOR:
MORROW & CO., INC. @ (800) 662-5200
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THIS SOLICITATION RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO
THE MARCH 9, 1998 MEETING AND IS NOT A REQUEST FOR THE TENDER OF SHARES OF
SAFETY-KLEEN COMMON STOCK. THE DETAILED TERMS AND CONDITIONS OF THE LAIDLAW
ENVIRONMENTAL OFFER ARE SET FORTH IN THE AMENDED PROSPECTUS OF LAIDLAW
ENVIRONMENTAL AND THE RELATED LETTER OF TRANSMITTAL WHICH HAVE BEEN SEPARATELY
MAILED TO SAFETY-KLEEN SHAREHOLDERS.
